0001204459-10-002617 Sample Contracts

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”).

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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”).

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:

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."

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