THT Heat Transfer Technology, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






OPTION AGREEMENT 

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”).

BACKGROUND 

The Grantor owns 92.5% of the issued and outstanding capital
stock (the “Interest’’) of BTHC VIII, Inc., a Delaware
corporation, (the “Company”). The Grantor desires to grant to the
Optionee an option to acquire a part of the Interest. 

AGREEMENT 

NOW, THEREFORE, in consideration of the premises, mutual
covenants herein set forth and other good and valuable consideration, subject to
the terms and conditions herein, the Optionee hereby agrees as follows: 

1. 

 Grant of Option. Subject to the terms and conditions
herein, the Grantor hereby grants to the Optionee an option (the
“Option”) to purchase a certain amount of shares of common stock
of the Company (the “Option Shares”) at an exercise price (the
“Exercise Price”) as listed under the Optionee’s name on the
signature page hereto.

2. 

 Term of the Option. The Optionee may exercise the
Option at any time during the period commencing on the 90th day
following of the date hereof and ending on the second anniversary of the date
hereof (the “Term”) in accordance with the exercise procedure
specified in Section 4 hereof.

3. 

 Rights of Optionee. The Optionee shall not have any
rights to dividends or distributions or any other rights of an equity holder
with respect to the Option Shares until the Option Shares shall have been issued
to the Optionee upon purchase of the Option Shares upon exercise of the
Option.

4. 

 Exercise Procedure. The Optionee may exercise the
Option, at any time during the Term, by delivering to the Grantor a written
notice of such exercise substantially in the form attached hereto as Exhibit A
(the “Exercise Notice”), duly signed by the Optionee. The delivery
of the Exercise Notice in accordance herewith will constitute a binding
obligation (a) on the part of the Optionee to purchase and (b) on the part of
the Grantor to sell, the Option Shares subject to such Exercise Notice in
accordance with the terms of this Agreement. 

5. 

 Notices. Each notice relating to this Agreement shall
be in writing and delivered in person or by facsimile or certified mail to the
addresses of the respective parties hereto as specified on the signature page
hereto, or to such other address as either party hereto may hereinafter duly
give to the other. 

6. 

 Assignment; Designation of Interest Recipient;
Binding. The Optionee may assign this Option to any third party subject to
compliance with applicable laws. In addition, the Optionee may designate a third
party to receive all or any part of the Option Shares instead of the Optionee
upon the exercise of this Option by the Optionee. This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and their
successors, and permitted assigns. 




7. 

 Entire Agreement. This Agreement constitutes the
entire agreement between the Parties hereto with respect to the matters herein,
and cannot be amended, modified or terminated except by an agreement in writing
executed by the parties hereto. 

8. 

 Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York without regard
to the conflicts of law principles thereof. 

9. 

 Further Assurances. Each of the Parties to this
Agreement will use his or its best efforts to take all action and to do all
things necessary, proper, or advisable in order to consummate and make effective
the transactions contemplated by this Agreement (including the execution and
delivery of such other documents and agreements as may be necessary to
effectuation the transfer of the Interest upon exercise of the option). 

[Signature Page Follows] 

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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above. 

	GRANTOR: 	 	OPTIONEE: 
	  	 	  
	Wisetop International Holdings Limited 	 	  
	  	 	  
	By:                                                                            
      	 	(Printed Name of Optionee) 
	Name: Dan Li 	 	  
	Title: Director 	 	 
    
	  	 	(Signature of Optionee) 
	Address: 	 	  
	  	 	  
	THT Industrial Park 	 	Address: 
	No.5 Nanhuan Road, Tiexi District 	 	  
	Siping, Jilin Province, China 136000 	 	 
    
	Attention: Guohong Zhao 	 	  
	  	 	Number of Option Shares 
	  	 	  
	  	 	  
	  	 	  
	  	 	Exercise Price 
	  	 	  
	  	 	$0.712
    


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EXHIBIT A 
FORM OF EXERCISE NOTICE 

[Date] 

THT Industrial Park 
No.5 Nanhuan Road, Tiexi District

Siping, Jilin Province, China 136000 
Attention: Guohong Zhao 

	 	Re: 	Option Agreement dated June 30, 2009 (the
      “Option”), between Wisetop International Holdings Limited (the “Grantor”)
      and ___________ (the “Optionee”) 


Dear Sir: 

In accordance with Section 4 of the Option Agreement,
the Optionee hereby provides this notice of exercise of the Option in the manner
specified below: 

	 	(a) 	
      The Optionee hereby exercises its Option with respect to
      the Interest pursuant to the Option Agreement. 

	 	 	
       

	 	(b) 	
      The Optionee will pay the sum of $____________to the
      Grantor. 

	 	 	
       

	 	(c) 	
      Pursuant to this exercise, the Grantor will deliver to
      _______________the Option Shares in accordance with the instructions
      attached hereto. 

	 	 	
       

	 	(d) 	
      The Optionee further represents and warrants to the
      Company that neither the Optionee nor any of its respective affiliate or
      any person acting on its behalf or on behalf of any such affiliate, has
      engaged or will engage in any activity undertaken for the purpose of, or
      that reasonably could be expected to have the effect of, conditioning the
      markets in the United States for the Option Shares, including, but not
      limited to, effecting any sale or short sale of securities, prior to the
      expiration of any restricted period contained in Regulation S promulgated
      under the Securities Act of 1933, as amended (the “Securities Act”) (any
      such activity being defined herein as a “Directed Selling Effort”). To the
      best knowledge of the Optionee, the Option Agreement and the transactions
      contemplated therein are not part of a plan or scheme to evade the
      registration provisions of the Securities Act, and the Option Shares are
      being acquired for investment purposes by the Optionee. The Optionee
      agrees that all offers and sales of the Option Shares from the date hereof
      and through the expiration of any restricted period set forth in Rule 903
      of Regulation S (as the same may be amended from time to time hereafter)
      shall not be made to U.S. Persons (within the meaning of Regulation S) or
      for the account or benefit of U.S. Persons and shall otherwise be made in
      compliance with the provisions of Regulation S and any other applicable
      provisions of the Securities Act. Neither the Optionee or any of its
      representatives has conducted any Directed Selling Effort as that term is
      used and defined in Rule 902 of Regulation S and neither of them nor any
      of their respective representatives will engage in any such Directed
      Selling Effort within the United States through the expiration of any
      restricted period set forth in Rule 903 of Regulation S.









	Dated: _______________, _________	 
	 	 


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