THT Heat Transfer Technology, Inc.: Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1

Execution Copy

REGISTRATION RIGHTS AGREEMENT 

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”). 

The Company and the Investors hereby agree as follows:

1. 

 Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement will have the respective meanings given such terms in the
Purchase Agreement. As used in this Agreement, the following terms have the
respective meanings set forth in this Section 1: 

“Advice” has the meaning set forth in Section 6(d).


“Commission Comments”
means written comments pertaining solely to Rule 415 which are
received by the Company from the Commission to a filed Registration Statement, a
copy of which shall have been provided by the Company to the Holders, which
either (i) requires the Company to limit the number of Registrable Securities
which may be included therein to a number which is less than the number sought
to be included thereon as filed with the Commission or (ii) requires the Company
to either exclude Registrable Securities held by specified Holders or deem such
Holders to be underwriters with respect to Registrable Securities they seek to
include in such Registration Statement. 

“Cut Back Shares” has the meaning set forth in Section
2(b). 

“Effective Date” means, as
to a Registration Statement, the date on which such Registration Statement is
first declared effective by the Commission. 

“Effectiveness Date” means
the fifth Trading Day following the date on which the Company is notified by the
Commission that the Registration Statement or additional Registration Statement
will not be reviewed or is no longer subject to further review and comments:

 “Effectiveness Period”
means, as to any Registration Statement required to be filed pursuant to this
Agreement, the period commencing on the Effective Date of such Registration
Statement and ending on the earliest to occur of (a) the fifth anniversary of
such Effective Date, (b) such time as all of the Registrable Securities covered
by such Registration Statement have been publicly sold by the Holders of the
Registrable Securities included therein, or (c) such time as all of the
Registrable Securities covered by such Registration Statement may be sold by the
Holders without volume restrictions pursuant to Rule 144 as determined by the
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent and the affected
Holders; provided however, that if any Registration Statement is
required to be amended or filed pursuant to Section 2(e), then the Effectiveness Period shall be tolled until the date when such
amendment to or filing of the Registration Statement becomes effective. 




“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. 

“Filing Date” means:

(a) with respect to the initial
Registration Statement required to be filed pursuant to Section 2(a), the
45th day following the Closing Date;

(b) with respect to any
additional Registration Statements required to be filed pursuant to Section
2(a), the 30th day following the Effective Date for the last
Registration Statement filed pursuant to this Agreement under Section 2(a);

(c) with respect to any
additional Registration Statements required to be filed pursuant to Section
2(c), each such Registration Statement shall be filed by the earlier of: 

(i) for the initial Registration
Statement required to be filed under Section 2(c), the six-month anniversary of
the Effective Date of the Registration Statement required to be filed under
Section 2(a) and for all subsequent Registration Statements filed pursuant to
Section 2(c), the six-month anniversary of the Effective Date of the immediately
preceding Registration Statement required to be filed under Section 2(c), as
applicable, and 

(ii) for the initial
Registration Statement required to be filed under Section 2(c), the
60th day following such time as 75% of all Registrable Securities
which are included in the Registration Statement required to be filed under
Section 2(a) have been sold and for all subsequent Registration Statements, the
60th day following such time as 75% of all Registrable Securities
which are included in the immediately preceding Registration Statement required
to be filed under Section 2(c) have been sold, as applicable; and

(d) with respect to a
Registration Statement required to be filed under Section 2(d), the
30th day following the date on which the Company becomes eligible to
utilize Form S-3 to register the resale of Common Stock.

(e) with respect to any filing of
or amendment to a Registration Statement required pursuant to Section 2(e), the
30th day following the receipt of the Instruction pursuant to the
notice procedures set forth in Section 6(j).

“Holder” or
“Holders” means the holder or holders, as the case may be, from time to
time of Registrable Securities. 

“Indemnified Party” has the meaning set forth in Section
5(c). 

“Indemnifying Party” has the meaning set forth in
Section 5(c). 

“Investment Amount” means
the aggregate amount of investment delivered by the Investors to the Company at
the Closing. 

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“Losses” has the meaning set forth in Section 5(a). 

“New York Courts” means
the state and federal courts sitting in the City of New York, Borough of
Manhattan. 

“Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced
or threatened. 

“Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus. 

“Registrable Securities”
means: (i) the Shares, (ii) any securities issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar events with
respect to, or in exchange for, or in replacement of the Shares and the Total
Make Good Shares. Notwithstanding the foregoing, a security shall cease to be a
Registrable Security for purposes of this Agreement from and after such time (x)
as the Holder of such security may resell such security without volume
restrictions under Rule 144, as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to
the Company’s transfer agent and the affected holders; or (y) such security has
been sold by a Holder pursuant to a registration statement under the Securities
Act that has been declared effective and such Registrable Securities have been
disposed of pursuant to such effective registration statement.

“Registration Statement”
means the initial registration statement required to be filed in accordance with
Section 2(a) and any additional registration statements required to be filed
under this Agreement, including in each case the Prospectus, amendments and
supplements to such registration statements or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all materials incorporated
by reference or deemed to be incorporated by reference therein. 

“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.


“Rule 415” means Rule 415
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.


“Rule 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.


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“SEC Restrictions” has the meaning set forth in Section
2(b). 

“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 

“Selling Holder
Questionnaire” means the selling security holder notice and questionnaire
attached as Annex B hereto. 

“Shares” means the shares
of the Company’s Common Stock, par value $0.001 per share, issued or issuable to
the Investors pursuant to the Purchase Agreement. 

“424 Prospectus” has the meaning set forth in Section
2(a).

2. 

 Registration. 

(a) On or prior to the applicable
Filing Date, the Company shall prepare and file with the Commission a
Registration Statement covering the resale of all Registrable Securities not
already covered by an existing and effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415. Each
Registration Statement required to be filed under this Agreement shall be filed
on Form S-3 (or if the Company is not then eligible to utilize Form S-3, it
shall utilize such other available form appropriate for such purpose) and
contain (except if otherwise required pursuant to written comments received from
the Commission upon a review of such Registration Statement, provided however
that no Holder shall be characterized as an underwriter unless such
characterization is consistent with written information provided by the Holder
in the Selling Holder Questionnaire) the “Plan of Distribution” attached hereto
as Annex A. The Company shall cause each Registration Statement required
to be filed under this Agreement to be declared effective under the Securities
Act as soon as possible but, in any event, no later than its Effectiveness Date
(including filing with the Commission a request for acceleration of
effectiveness in accordance with Rule 461 promulgated under the Securities Act
within five (5) Business Days after the date that the Company is notified
(orally or in writing, whichever is earlier) by the Commission that such
Registration Statement will not be “reviewed,” or not be subject to further
review and the effectiveness of such Registration Statement may be accelerated),
and shall use its reasonable best efforts to keep each such Registration
Statement continuously effective during its entire Effectiveness Period. By 5:00
p.m. (New York City time) on the Business Day immediately following the
Effective Date of each Registration Statement, the Company shall file with the
Commission in accordance with Rule 424 under the Securities Act the final
prospectus to be used in connection with sales pursuant to such Registration
Statement (the “424 Prospectus”) (whether or not such filing is
technically required under such Rule). If for any reason other than due solely
to SEC Restrictions, a Registration Statement is effective but not all
outstanding Registrable Securities are registered for resale pursuant thereto,
then the Company shall prepare and file by the applicable Filing Date an
additional Registration Statement to register the resale of all such
unregistered Registrable Securities for an offering to be made on a continuous
basis pursuant to Rule 415.

(b) Notwithstanding anything to
the contrary contained in this Section 2, if the Company receives Commission
Comments, and following discussions with and responses to the Commission in which the Company uses commercially
reasonable efforts to cause as many Registrable Securities for as many
Holders as possible to be included in the Registration Statement filed pursuant
to Section 2(a) without characterizing any Holder as an underwriter unless such
characterization is consistent with written information provided by the Holder
in the Selling Holder Questionnaire (and in such regard uses commercially
reasonable efforts to cause the Commission to permit the affected Holders or
their respective counsel to participate in Commission conversations on such
issue together with Company Counsel, and timely conveys relevant information
concerning such issue with the affected Holders or their respective counsel),
the Company is unable to cause the inclusion of all Registrable Securities, then
the Company may, following not less than three (3) Trading Days (as defined in
the Purchase Agreement) prior written notice to the Holders (i) remove from the
Registration Statement an appropriate number of Registrable Securities (the
“Cut Back Shares”) provided, that the number of shares that may be
included in the Registration Statement will be allocated to the Holders of such
Registrable Securities on a pro rata basis (as nearly as practicable) based on
the number of Registrable Securities purchased by all such Holders pursuant to
the Purchase Agreement, provided further, that no Registrable Securities
will be excluded unless and until all other securities of the Company and other
stockholders not holding Registrable Securities hereunder who were to
participate in an offering subject to a Registration Statement have been
excluded; and/or (ii) agree to such restrictions and limitations on the
registration and resale of the Registrable Securities, in each case as the
Commission may require in order for the Commission to allow such Registration
Statement to become effective; provided, that in no event may the Company
characterize any Holder as an underwriter unless such characterization is
consistent with written information provided by the Holder in the Selling Holder
Questionnaire (the restrictions in subclauses (i) and (ii) above referred to
herein as, the “SEC Restrictions”).

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(c) If all of the Registrable
Securities to be included in the Registration Statement filed pursuant to
Section 2(a) cannot be so included due to Commission Comments, then the Company
shall prepare and file by the applicable Filing Date for such Registration
Statement(s), such number of additional Registration Statements as may be
necessary in order to ensure that all Registrable Securities are covered by an
existing and effective Registration Statement. Accordingly, if for example, an
initial Registration Statement is filed under this Section 2(c) to register
shares omitted from a Registration Statement filed under Section 2(a) due to
Commission Comments and Commission Comments again require shares to be removed
for such newly filed Registration Statement under this Section 2(c), then the
Company will prepare and file additional Registration Statements until such time
as all such required Registrable Securities are covered by effective
Registration Statements. The Company shall cause such Registration Statement to
be declared effective under the Securities Act as soon as possible but, in any
event, by its Effectiveness Date, and shall use its reasonable best efforts to
keep such Registration Statement continuously effective under the Securities Act
during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the
Business Day immediately following the Effective Date of such Registration
Statement, the Company shall file with the Commission in accordance with Rule
424 under the Securities Act the 424 Prospectus (whether or not such filing is
technically required under such Rule).

(d) If the Company did not file
the Registration Statement pursuant to Section 2(a) hereof on Form S-3 because
the Company was not then eligible to utilize Form S-3, then promptly following any date on which the Company becomes
eligible to use a registration statement on Form S-3 to register Registrable
Securities for resale, the Company shall file a Registration Statement on Form
S-3 covering all Registrable Securities (or a post-effective amendment on Form
S-3 to the then effective Registration Statement) and shall cause such
Registration Statement to be filed by the Filing Date for such Registration
Statement and declared effective under the Securities Act as soon as possible
thereafter, but in any event prior to the Effectiveness Date therefor. Such
Registration Statement shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration
Statement, provided that no Holder shall be characterized as an underwriter
unless such characterization is consistent with written information provided by
the Holder in the Selling Holder Questionnaire) the “Plan of Distribution”
attached hereto as Annex A. The Company shall use its reasonable best
efforts to keep such Registration Statement continuously effective under the
Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York
City time) on the Business Day immediately following the Effective Date of such
Registration Statement, the Company shall file with the Commission in accordance
with Rule 424 under the Securities Act the 424 Prospectus (whether or not such
filing is technically required under such Rule).

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(e) Until the fifth anniversary
of the date hereof, any Holder(s) may notify the Company in writing, pursuant to
Section 6(j) below, that it will be selling Registrable Securities pursuant to a
firm commitment underwritten offering (an “Underwritten Offering”), by an
underwriter which shall be reasonably acceptable to the Company (the
“Underwriter”). The Underwriter and such Holder(s) shall instruct (the
“Instruction”) the Company to file or amend a Registration Statement (or
if the Company is not then eligible to utilize the form of registration
statement that the effective Registration Statement is in for the Underwritten
Offering, it shall re-file a registration statement on such other available form
appropriate for such purposes) to allow the Underwritten Offering to be
conducted pursuant to an effective registration statement. On or prior to the
applicable Filing Date, the Company will include any information required about
the Underwritten Offering in the Registration Statement covering the resale of
all Registrable Securities as specified in Section 2(a) to 2(d) above. The
Company shall cause each Registration Statement required to be filed under this
Agreement to be declared effective under the Securities Act as soon as possible
but, in any event, no later than its Effectiveness Date, and shall use its
reasonable best efforts to keep each such Registration Statement continuously
effective during its entire Effectiveness Period. By 5:00 p.m. (New York City
time) on the Business Day immediately following the Effective Date of each
Registration Statement, the Company shall file with the Commission in accordance
with Rule 424 under the Securities Act the final prospectus to be used in
connection with sales pursuant to such Registration Statement (the “424
Prospectus”) (whether or not such filing is technically required under such
Rule).

(f) If: (i) a Registration
Statement is not filed on or prior to its Filing Date covering the Registrable
Securities required under this Agreement to be included therein, or (ii) the
Company fails to file a response letter and an amendment to the Registration
Statement within 30 days of receiving comments from the SEC, (any such failure
or breach being referred to as an “Event,” and for purposes of clauses
(i) or (ii) the date on which such Event occurs, being referred to as “Event
Date”), then in addition to any other rights the Holders may have hereunder
or under applicable law: on each such Event Date, and on each monthly
anniversary of each such Event Date (if the applicable Event shall not have
been cured by such date) until the applicable Event is cured, the Company shall
pay to each Holder an amount in cash, as partial liquidated damages and not as a
penalty, equal to 0.5% of the aggregate Investment Amount paid by such Holder
for Securities pursuant to the Purchase Agreement. The partial liquidated
damages pursuant to the terms hereof shall apply on a daily pro-rata basis for
any portion of a month prior to the cure of an Event, except for the day of the
first Event Date. In no event will the Company be liable for liquidated damages
under this Agreement in excess of 0.5% of the aggregate Investment Amount of the
Investors in any 30-day period. The Company shall not be liable for liquidated
damages under this Agreement as to any Registrable Securities which are not
permitted by the Commission to be included in a Registration Statement due
solely to Commission Comments from the time that it is determined that such
Registrable Securities are not permitted to be registered solely due to
Commission Comments until such time as the provisions of this Agreement as to
the next applicable Registration Statement required to be filed hereunder are
triggered, in which case the provisions of this Section 2(e) shall once again
apply, if applicable. 

6 




(g) Each Holder agrees to furnish
to the Company a completed Questionnaire in the form attached to this Agreement
as Annex B (a “Selling Holder Questionnaire”). The Company shall
not be required to include the Registrable Securities of a Holder in a
Registration Statement and shall not be required to pay any liquidated or other
damages under Section 2(d) to any Holder who fails to furnish to the Company a
fully completed Selling Holder Questionnaire at least two Trading Days prior to
the Filing Date (subject to the requirements set forth in Section 3(a)). 

3. 

 Registration Procedures. 

In connection with the Company’s
registration obligations hereunder, the Company shall: 

(a) Not less than two Trading
Days prior to the filing of a Registration Statement or any related Prospectus,
other than a 424 Prospectus, or any amendment or supplement thereto, the Company
shall furnish to each Holder copies of such document as proposed to be filed,
which documents will be subject to the review of such Holder; provided,
however, that the Company shall not have the obligation under this
Section 3(a) with respect to the filing of the 424 Prospectus pursuant to
Sections 2(a), 2(c) and 2(d). Such documents may be delivered to such Holder via
electronic mail (i.e., e-mail). The Company shall not file a Registration
Statement, any Prospectus or any amendments or supplements thereto in which the
“Selling Stockholder” section thereof differs from the disclosure received from
a Holder in its Selling Holder Questionnaire (as amended or supplemented). The
Company shall not file a Registration Statement, any Prospectus or any
amendments or supplements thereto in which it (i) characterizes any Holder as an
underwriter, unless such characterization is consistent with written information
provided by the Holder in the Selling Holder Questionnaire, (ii) excludes a
particular Holder due to such Holder refusing to be named as an underwriter, or
(iii) reduces the number of Registrable Securities being registered on behalf of
a Holder except pursuant to, in the case of this subsection (iii), Section 2(b)
above, without, in each case, such Holder’s express written authorization. 

7 




(b) (i) Prepare and file with the
Commission such amendments, including post-effective amendments, to each
Registration Statement and the Prospectus used in connection therewith as may be
necessary to keep such Registration Statement continuously effective as to the
applicable Registrable Securities for its Effectiveness Period and prepare and
file with the Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities;
(ii) cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424; (iii) respond as promptly as reasonably possible to any comments
received from the Commission with respect to each Registration Statement or any
amendment thereto and, as promptly as reasonably possible provide the Holders
true and complete copies of all correspondence from and to the Commission
relating to such Registration Statement that would not result in the disclosure
to the Holders of material and non-public information concerning the Company;
and (iv) comply in all material respects with the provisions of the Securities
Act and the Exchange Act with respect to the Registration Statement(s) and the
disposition of all Registrable Securities covered by each Registration
Statement. 

(c) Notify the Holders as
promptly as reasonably possible (and, in the case of (i)(A) below, not less than
two Trading Days prior to such filing and, in the case of (v) below, not less
than three Trading Days prior to the financial statements in any Registration
Statement becoming ineligible for inclusion therein) and (if requested by any
such Person) confirm such notice in writing no later than one Trading Day
following the day (i)(A) when a Prospectus or any Prospectus supplement, other
than a 424 Prospectus, or post-effective amendment to a Registration Statement
is proposed to be filed; (B) when the Commission notifies the Company whether
there will be a “review” of such Registration Statement and whenever the
Commission comments in writing on such Registration Statement (the Company shall
provide true and complete copies thereof and all written responses thereto to
each of the Holders that pertain to the Holders as a Selling Stockholder or to
the Plan of Distribution, but not information which the Company believes would
constitute material and non-public information); and (C) with respect to each
Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to a Registration Statement
or Prospectus or for additional information; (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. 

8 




(d) Use its reasonable best
efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i)
any order suspending the effectiveness of a Registration Statement, or (ii) any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, at the earliest practicable
moment. 

(e) Furnish to each Holder,
without charge and at the option of the Company in electronic format, at least
one conformed copy of each Registration Statement and each amendment thereto and
all exhibits to the extent requested by such Person (including those previously
furnished) promptly after the filing of such documents with the Commission. 

(f) Promptly deliver to each
Holder, without charge, as many copies of each Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement thereto as
such Persons may reasonably request. The Company hereby consents to the use of
such Prospectus and each amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any amendment or supplement thereto. 

(g) Prior to any public offering
of Registrable Securities, register or qualify such Registrable Securities for
offer and sale under the state securities or Blue Sky laws of all jurisdictions
within the United States as any Holder may request, to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statements; provided,
however, in connection with any such registration or qualification, the
Company shall not be required to (i) qualify to do business in any jurisdiction
where the Company would not otherwise be required to qualify, (ii) subject
itself to general taxation in any such jurisdiction, (iii) file a general
consent to service of process in any jurisdiction, or (iv) make any change to
the Company’s Articles of Incorporation or bylaws. 

(h) Cooperate with the Holders to
facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the
Registration Statement(s), which certificates shall be free, to the extent
permitted by the Purchase Agreement, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such
names as any such Holders may request. 

(i) Upon the occurrence of any
event contemplated by Section 3(c)(v), as promptly as reasonably possible,
prepare a supplement or amendment, including a post-effective amendment, to the
affected Registration Statements or a supplement to the related Prospectus or
any document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered, no
Registration Statement nor any Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

(j) in the event of any
Underwritten Offering pursuant to Section 2(e) above, promptly enter into and
perform its obligations under an underwriting agreement, in usual and customary form and terms reasonably acceptable to the Company,
with the managing underwriter of such offering and take such other actions as
the underwriters deem necessary to expedite or facilitate the disposition of the
Registrable Securities (including, without limitation, effecting a stock split
or combination or causing its officers to participate in “road shows” to the
extent possible given the Company’s business needs).

9 




(k) cause all such Registrable
Securities registered pursuant hereunder to be listed on each securities
exchange on which similar securities issued by the Company are then listed. 

(l) provide a transfer agent and
registrar for all Registrable Securities registered pursuant hereunder and a
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration. 

(m) in the event of any
Underwritten Offering pursuant to Section 2(e) above, use reasonable best
efforts to furnish, on the date that such Registrable Securities are delivered
to the underwriters for sale (i) an opinion, dated as of such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering and reasonably satisfactory to a majority in interest of the Holders,
addressed to the underwriters, and (ii) a “comfort” letter dated as of such
date, from the independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering and reasonably
satisfactory to a majority in interest of the Holders, addressed to the
underwriters and to the Holders.

(n) the Company will cooperate
fully with the Investors and the Underwriters and will use reasonable best
efforts to declare effective and maintain the effectiveness of any and all
Registration Statements required hereunder as soon as possible pursuant to this
Agreement, and will take such further actions and execute such further documents
and instruments as may reasonably be requested by the Investors or the
Underwriters to carry out the provisions of this Agreement. 

4. 

 Registration Expenses.
All fees and expenses incident to the performance of or compliance with this
Agreement by the Company (excluding any underwriting discounts and selling
commissions and all legal fees and expenses of legal counsel for any Holder not
to exceed $10,000) shall be borne by the Company whether or not any Registrable
Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with any Trading Market on which
the Common Stock are then listed for trading, and (B) in compliance with
applicable state securities or Blue Sky laws), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the
Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall
be responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall
the Company be responsible for any broker or similar commissions incurred by any
Holder or, except to the extent provided for in the Transaction Documents, any
legal fees or other cost of the Holders in connection with this Agreement. 

10 




5. 

 Indemnification. 

(a) Indemnification by the
Company. The Company shall, notwithstanding any termination of this
Agreement, indemnify and hold harmless each Holder, the officers, directors,
agents, investment advisors, partners, members and employees of each of them,
each Person who controls any such Holder (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, except to the extent,
but only to the extent, that (1) such untrue statements or omissions are based
solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto
(it being understood that the Holder has approved Annex A hereto for this
purpose) or (2) in the case of an occurrence of an event of the type specified
in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of
an Advice or an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have been
corrected. The Company shall notify the Holders promptly of the institution,
threat or assertion of any Proceeding of which the Company is aware in
connection with the transactions contemplated by this Agreement. 

(b) Indemnification by
Holders. Each Holder shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, arising out of or
based upon: (x) such Holder’s failure to comply with the prospectus delivery
requirements of the Securities Act or (y) any untrue statement of a material
fact contained in any Registration Statement, any Prospectus, or any form of
prospectus, or in any amendment or supplement thereto, or any omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading to the extent, but only to the extent that, (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement (it being understood that the Holder has approved
Annex A hereto for this purpose), such Prospectus or such form of Prospectus or
in any amendment or supplement thereto or (2) in the case of an occurrence of an
event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of
an outdated or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt
by such Holder of an Advice or an amended or supplemented Prospectus, but only
if and to the extent that following the receipt of the Advice or the amended or
supplemented Prospectus the misstatement or omission giving rise to such Loss
would have been corrected. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation. 

11 




(c) Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall
assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure
of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and
only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced the
Indemnifying Party. 

An Indemnified Party shall have
the right to employ separate counsel in any such Proceeding and to participate
in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying
Party shall have failed promptly, but in any event within fifteen (15) days of
receiving notice of such Proceeding, to assume the defense of such Proceeding,
notify the Indemnified Party of such assumption and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of the
Indemnifying Party); provided, that, the Indemnifying Party shall pay for
no more than two separate sets of counsel for all Indemnified Parties and such
legal counsel shall be selected by Holders of no less than a majority in
interest of the then outstanding Registrable Securities The Indemnifying Party
shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding. 

12 




All fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten Trading Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided,
that the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder). 

(d) Contribution. If a
claim for indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms. 

The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 5(d)
were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section
5(d), no Holder shall be required to contribute, in the aggregate, any amount in
excess of the amount by which the proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the
amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 

13 




The indemnity and contribution
agreements contained in this Section are in addition to any liability that the
Indemnifying Parties may have to the Indemnified Parties. 

6. 

 Miscellaneous. 

(a) Remedies. In the event
of a breach by the Company or by a Holder, of any of their obligations under
this Agreement, each Holder or the Company, as the case may be, in addition to
being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. The Company and each Holder agree that monetary
damages would not provide adequate compensation for any losses incurred by
reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in
respect of such breach, it shall waive the defense that a remedy at law would be
adequate. 

(b) Compliance. Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement. 

(c) Discontinued
Disposition. Each Holder agrees by its acquisition of such Registrable
Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(c), such Holder will forthwith
discontinue disposition of such Registrable Securities under the Registration
Statement until such Holder’s receipt of the copies of the supplemented
Prospectus and/or amended Registration Statement or until it is advised in
writing (the “Advice”) by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph. 

(d) No Other Registration
Rights. The Company hereby represents that it is not subject to any
contractual obligation for registration rights to register any of its securities
under the Securities Act, except for such registration obligations that have
already been satisfied.

(e) Amendments and
Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and the Holders of no less than a majority in interest of the then outstanding
Registrable Securities. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of certain Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such waiver or consent
relates; provided, further that no amendment or waiver to any provision
of this Agreement relating to naming any Holder or requiring the naming of any Holder as an underwriter
may be effected in any manner inconsistent with the written information provided
by the Holder in the Selling Holder Questionnaire.

14 




(f) Reports Under Exchange
Act. With a view to making available to the Holders the benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of the SEC
that may at any time permit a Holder to sell securities of the Company to the
public without registration or pursuant to a registration on Form S-3, the
Company agrees, after the earliest of the closing of the sale of securities by
the Company pursuant to a registration statement, the registration by the
Company of a class of securities under Section 12 of the Exchange Act, or the
issuance by the Company of an offering circular pursuant to Regulation A under
the Act, to use its reasonable best efforts: 

	
  to make and keep current public information about the Company available
  (as those terms are understood and defined in Rule 144 under the Securities
  Act), at all times;
  

	
  to take such action, including the voluntary registration of its Common
  Stock under Section 12 of the Exchange Act, as is necessary to enable the
  Holders to utilize Form S-3 for the resale of their Registrable Securities;
  

	
  to file with the SEC in a timely manner all reports and other documents
  required of the Company under the Act and the Exchange Act; and
  

	
  to furnish to any Holder, so long as the Holder owns any Registrable
  Securities, forthwith upon request (i) a written statement by the Company as
  to its compliance with the reporting requirements of Rule 144 and of the
  Securities Act and the Exchange Act (at any time after it has become subject
  to such reporting requirements), or that it qualifies as a registrant whose
  securities may be resold pursuant to Form S-3 (at any time after it so
  qualifies), (ii) a copy of the most recent annual or quarterly report of the
  Company filed by the Company under the Exchange Act and (iii) such other
  information as such Holder may reasonably request in order to avail itself of
  any similar rule or regulation of the SEC that permits the selling of any such
  securities without registration or pursuant to such form. 



(g) Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile (provided the sender receives a machine-generated
confirmation of successful transmission) at the facsimile number specified in
this Section or (ii) electronic mail (i.e., e-mail) prior to 6:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section or (ii) electronic mail (i.e.,
e-mail) on a day that is not a Trading Day or later than 6:30 p.m. (New York
City time) on any Trading Day, (c) the Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to
whom such notice is required to be given. The address for such notices and
communications shall be as follows: 

15 





	 	 If to the Company: 	THT Heat Transfer Technology, Inc. 
	 	  	THT Industrial Park 
	 	  	No. 5 Nanhuan Road, Tiexi District 
	 		 Siping, Jilin Province
      136000  
	 	 	People’s Republic of
    China  
	 	  	Attn: Jianjun He, Chief Financial Officer

	 	  	  
	 	With a copy to: 	Pillsbury Winthrop Shaw Pittman LLP 
	 	  	2300 N Street, NW 
	 	  	Washington, D.C. 20037 
	 	 	Facsimile: (202) 663-8007 
	 	  	Attn.: Joseph R. Tiano, Jr., Esq. 
	 	  	  
		If to an Investor: 	To the address set forth under such Investor’s
      name on the signature pages hereto. 
	 	  	  
	 	With a copy to: 	Winston & Strawn LLP 
	 		 Suite 718, China World
      Office 1  
	 	  	1 Jianguomenwai Avenue 
	 	  	Beijing, China 100004 
	 	  	Attn: Jem Li, Esq. 


If to any other Person who is then the registered Holder: 

To the address of such Holder as it appears in the stock
transfer books of the Company 

or such other address as may be designated in writing
hereafter, in the same manner, by such Person. 

(h) Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties and shall inure to
the benefit of each Holder. The Company may not assign its rights or obligations
hereunder without the prior written consent of each Holder. Each Holder may
assign their respective rights hereunder in the manner and to the Persons as
permitted under the Purchase Agreement. 

(i) Execution and
Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and, all of
which taken together shall constitute one and the same Agreement. In the event
that any signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof. 

16 




(j) Governing Law and Waiver
of Jury Trial. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement (whether brought
against a party hereto or its respective Affiliates, employees or agents) will
be commenced in the New York Courts. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any New York Court, or that such
Proceeding has been commenced in an improper or inconvenient forum. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such Proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law.
Notwithstanding Sections 4 and 5 above, if either party shall commence a
Proceeding to enforce any provisions of this Agreement, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its
attorney’s fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Proceeding. 

EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE
OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR
THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE
PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY
FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR
MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY
THE COURT. 

(k) Cumulative Remedies.
The remedies provided herein are cumulative and not exclusive of any remedies
provided by law. 

17 




(l) Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable. 

(m) Headings. The headings
in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 

(n) Independent Nature of
Investors’ Obligations and Rights. The obligations of each Investor under
this Agreement are several and not joint with the obligations of each other
Investor, and no Investor shall be responsible in any way for the performance of
the obligations of any other Investor under this Agreement. Nothing contained
herein or in any Transaction Document, and no action taken by any Investor
pursuant thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a
presumption that the Investors are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this
Agreement or any other Transaction Document. Each Investor acknowledges that no
other Investor will be acting as agent of such Investor in enforcing its rights
under this Agreement. Each Investor shall be entitled to independently protect
and enforce its rights, including without limitation the rights arising out of
this Agreement, and it shall not be necessary for any other Investor to be
joined as an additional party in any Proceeding for such purpose. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO
FOLLOW] 

18 




IN WITNESS WHEREOF, the parties
have executed this Registration Rights Agreement as of the date first written
above. 


	THT HEAT TRANSFER TECHNOLOGY,
      INC. 
	 	  
	 	  
	By: 	
	Name:	 
	Title: 	



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES
OF INVESTORS TO FOLLOW]

S-1 




IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above. 


	INVESTING ENTITIES: 
	 	  
	 	  
	By: 	
	Name: 	
	Title: 	
	 	  
	ADDRESS FOR NOTICE 
	 
	Address: 	
	 	  
	Tel: 	
	Fax: 	
	Attention: 	
	 	  
	 	  
	By: 	
	Name: 	
	Title: 	
	 	  
	ADDRESS FOR NOTICE 
	 
	Address: 	
	 	  
	Tel: 	
	Fax: 	
	Attention: Kerry Propper
  




	 	 
	By: 	
	Name: 	
	Title: 	




S-2 






	 	  
	ADDRESS FOR NOTICE 
	 
	Address: 	
	 	  
	Tel: 	
	Fax: 	
	 	  
	 	  
	Attention: 	
	 	  
	By: 	
	Name: 	
	Title: 	
	 	  
	ADDRESS FOR NOTICE 
	 
	Address: 	
	 	  
	Tel: 	
	Fax: 	
	Attention: 	



S-3 




Annex A 

Plan of Distribution 

The Selling Stockholders and any
of their pledgees, donees, transferees, assignees and successors-in-interest
may, from time to time, sell any or all of their shares of Common Stock on any
stock exchange, market or trading facility on which the shares are traded or
quoted or in private transactions. These sales may be at fixed or negotiated
prices. The Selling Stockholders may use any one or more of the following
methods when selling shares: 

	
  ordinary brokerage transactions and transactions in which the
  broker-dealer solicits Investors;
  

	
  block trades in which the broker-dealer will attempt to sell the shares as
  agent but may position and resell a portion of the block as principal to
  facilitate the transaction;
  

	
  purchases by a broker-dealer as principal and resale by the broker-dealer
  for its account;
  

	
  an exchange distribution in accordance with the rules of the applicable
  exchange;
  

	
  privately negotiated transactions;
  

	
  to cover short sales made after the date that this Registration Statement
  is declared effective by the Commission;
  

	
  broker-dealers may agree with the Selling Stockholders to sell a specified
  number of such shares at a stipulated price per share;
  

	
  a combination of any such methods of sale; and
  

	
  any other method permitted pursuant to applicable law. 



The Selling Stockholders may also
sell shares under Rule 144 under the Securities Act, if available, rather than
under this prospectus. 

Broker-dealers engaged by the
Selling Stockholders may arrange for other broker-dealers to participate in
sales. Broker-dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker-dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated. The Selling
Stockholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved. 

The Selling Stockholders may from
time to time pledge or grant a security interest in some or all of the Shares
owned by them and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell Common Stock
from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b) or other applicable provision of the Securities Act
of 1933 amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this
prospectus. 

Annex A 




Upon the Company being notified
in writing by a Selling Stockholder that any material arrangement has been
entered into with a broker-dealer for the sale of Common Stock through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplement to this prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i)
the name of each such Selling Stockholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the price at which
such Common Stock were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, and (vi) other facts
material to the transaction. In addition, upon the Company being notified in
writing by a Selling Stockholder that a donee or pledgee intends to sell more
than 500 shares of Common Stock, a supplement to this prospectus will be filed
if then required in accordance with applicable securities law. 

The Selling Stockholders also may
transfer the Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus. 

The Selling Stockholders and any
broker-dealers or agents that are involved in selling the shares may be deemed
to be “underwriters” within the meaning of the Securities Act in connection with
such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
Discounts, concessions, commissions and similar selling expenses, if any, that
can be attributed to the sale of securities will be paid by the Selling
Stockholders and/or the purchasers. Each Selling Stockholder has represented and
warranted to the Company that it acquired the securities subject to this
Registration Statement in the ordinary course of such Selling Stockholder’s
business and, at the time of its purchase of such securities such Selling
Stockholder had no agreements or understandings, directly or indirectly, with
any person to distribute any such securities.

FINRA Rule 5110 requires FINRA
member firms (unless an exemption applies) to satisfy the filing requirements of
Rule 5110 in connection with the resale, on behalf of selling shareholders, of
the securities on a principal or agency basis. NASD Notice to Members 88-101
states that in the event a selling shareholder intends to sell any of the shares
registered for resale in this prospectus through a member of the FINRA
participating in a distribution of our securities, such member is responsible
for insuring that a timely filing, if required, is first made with the Corporate
Finance Department of FINRA and disclosing to FINRA the following: 

	
  it intends to take possession of the registered securities or to
  facilitate the transfer of such certificates;
  

	
  the complete details of how the selling shareholders’ shares are and will
  be held, including location of the particular accounts;
  

	
  whether the member firm or any direct or indirect affiliates thereof have
  entered into, will facilitate or otherwise participate in any type of payment
  transaction with the selling shareholders, including details regarding any such transactions; and 

	
  in the event any of the securities offered by the selling shareholders are
  sold, transferred, assigned or hypothecated by any selling shareholder in a
  transaction that directly or indirectly involves a member firm of FINRA or any
  affiliates thereof, that prior to or at the time of said transaction the
  member firm will timely file all relevant documents with respect to such
  transaction(s) with the Corporate Finance Department of FINRA for review.




Annex A 




No FINRA member firm may receive
compensation in excess of that allowable under FINRA rules, including Rule 5110,
in connection with the resale of the securities by the selling shareholders,
which total compensation may not exceed 8%. 

The Company has advised each
Selling Stockholder that it is the view of the Commission that it may not use
shares registered on this Registration Statement to cover short sales of Common
Stock made prior to the date on which this Registration Statement shall have
been declared effective by the Commission. If a Selling Stockholder uses this
prospectus for any sale of the Common Stock, it will be subject to the
prospectus delivery requirements of the Securities Act. The Selling Stockholders
will be responsible to comply with the applicable provisions of the Securities
Act and Exchange Act, and the rules and regulations thereunder promulgated,
including, without limitation, Regulation M, as applicable to such Selling
Stockholders in connection with resales of their respective shares under this
Registration Statement. 

The Company is required to pay
all fees and expenses incident to the registration of the shares, but the
Company will not receive any proceeds from the sale of the Common Stock. The
Company has agreed to indemnify the Selling Stockholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities
Act.

Annex A 




Annex B 

THT Heat Transfer Technology, Inc.

Selling Securityholder Notice and Questionnaire 

The undersigned beneficial owner of common stock (the
“Common Stock”), of THT Heat Transfer Technology, Inc., a Nevada
corporation (the “Company”), understands that the Company has filed or
intends to file with the Securities and Exchange Commission (the
“Commission”) a Registration Statement for the registration and resale of
the Registrable Securities, in accordance with the terms of the Registration
Rights Agreement, dated as of November 2, 2010 (the “Registration Rights
Agreement”), among the Company and the Investors named therein. A copy of
the Registration Rights Agreement is available from the Company upon request at
the address set forth below. All capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement. 

The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate: 

QUESTIONNAIRE 

	1. 	Name. 



	 	(a) 	Full Legal Name of Selling Securityholder 
	 	 	 
	 	 	 
	 	(b) 	Full Legal Name of Registered Holder (if not the same as (a) above)
      through which Registrable Securities Listed in Item 3 below are held:
  
	 	 	 
	 	 	 
	 	(c) 	Full Legal Name of Natural Control Person (which means a natural
      person who directly or indirectly alone or with others has power to vote
      or dispose of the securities covered by the questionnaire): 
	 	 	 



	2. 	Address for Notices to Selling
      Securityholder: 
	 	 
	 	 
	 	 
	 	 


	 	 
	Telephone: 	
	Fax: 	
	Contact Person: 	


Annex B 





3. Beneficial Ownership of Registrable Securities: 

	 	.
	 	 
	 	 
	 	 


4. Broker-Dealer Status: 

	 	(a) 	Are you a broker-dealer? 
	 	 	 
	 	  	Yes [   ] No [   ] 
	 	 	 
		Note: 	If yes, the Commission’s staff has indicated
      that you should be identified as an underwriter in the Registration
      Statement. 
	 	 	 
	 	(b) 	Are you an affiliate of a broker-dealer? 
	 	 	 
	 	  	Yes [   ] No [   ] 
	 	 	 
		(c) 	If you are an affiliate of a broker-dealer, do
      you certify that you bought the Registrable Securities in the ordinary
      course of business, and at the time of the purchase of the Registrable
      Securities to be resold, you had no agreements or understandings, directly
      or indirectly, with any person to distribute the Registrable Securities?
    
	 	 	 
	 	  	Yes [   ] No [   ] 
	 	 	 
		Note: 	If no, the Commission’s staff has indicated
      that you should be identified as an underwriter in the Registration
      Statement. 


5. Beneficial Ownership of Other Securities of the Company
Owned by the Selling Securityholder. 

Except as set forth below in this
Item 5, the undersigned is not the beneficial or registered owner of any
securities of the Company other than the Registrable Securities listed above in
Item 3. 

Type and Amount of Other Securities
beneficially owned by the Selling Securityholder: 


  	 
	 




Annex B 





6. Relationships with the Company: 

Except as set forth below, neither the undersigned nor any
of its affiliates, officers, directors or principal equity holders (owners of 5%
of more of the equity securities of the undersigned) has held any position or
office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years. 

State any exceptions here: 


  	 
	 




7. The Company has advised each Selling Stockholder that
it is the view of the Commission that it may not use shares registered on the
Registration Statement to cover short sales of Common Stock made prior to the
date on which the Registration Statement is declared effective by the
Commission, in accordance with 1997 Securities and Exchange Commission Manual of
Publicly Available Telephone Interpretations Section A.65. If a Selling
Stockholder uses the prospectus for any sale of the Common Stock, it will be
subject to the prospectus delivery requirements of the Securities Act. The
Selling Stockholders will be responsible to comply with the applicable
provisions of the Securities Act and Exchange Act, and the rules and regulations
thereunder promulgated, including, without limitation, Regulation M, as
applicable to such Selling Stockholders in connection with resales of their
respective shares under the Registration Statement. 

The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof and prior to the Effective Date for the
Registration Statement. 

By signing below, the undersigned consents to the disclosure of
the information contained herein in its answers to Items 1 through 6 and the
inclusion of such information in the Registration Statement and the related
prospectus. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation or amendment of the
Registration Statement and the related prospectus. 

IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent. 

	Dated: __________________________	Beneficial Owner:
  __________________________
	  	  
	  	By: __________________________
	 	Name: __________________________
	  	Title: __________________________


Annex B 




PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND
QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: 

Pillsbury Winthrop Shaw Pittman LLP 
2300 N Street,
NW 
Washington, D.C. 20037 
Facsimile: (202) 663-8007 
Attn.:
Joseph R. Tiano, Jr., Esq. 

Annex B