[Execution Copy REGISTRATION RIGHTS AGREEMENT “Agreement” “Company” “Investor” “Investors” “Purchase Agreement” This Registration Rights Agreement (this The Company and the Investors hereby agree as follows: 1. Definitions “Advice” “Commission Comments” Cut Back Shares “ “Effective Date” “Effectiveness Date” “Effectiveness Period” provided however “Exchange Act” “Filing Date” th th th th (ii) for the initial Registration Statement required to be filed] [Execution Copy SECURITIES PURCHASE AGREEMENT “Agreement” “Company” Schedule I “Investor” “Investors” This Securities Purchase Agreement (this WHEREAS WHEREAS NOW THEREFORE ARTICLE 1. Definitions 1.1. 2010 Annual Report” “ “2010 Guaranteed ATNI” “2010 Make Good Shares” “2010 Audited ATNI” 2011 Annual Report” “ “2011 Guaranteed ATNI” “2011 Make Good Shares” “2011 Audited ATNI” Action” “ Affiliate” “ “After Tax Net Income”] [Execution Copy LOCK-UP AGREEMENT November 2, 2010 Infinity I-China Fund (Cayman) L.P. Re: Offering of Common Stocks to Investors Ladies and Gentlemen: Common Stock Company , Purchase Agreement Offering In connection with the Offering, the Company has agreed to provide the Investors certain registration rights, and in furtherance thereof has agreed to file a registration statement to enable the Investors] [Execution Copy MAKE GOOD ESCROW AGREEMENT "Make Good Agreement" This Make Good Escrow Agreement (the (a) "Company" THT Heat Transfer Technology, Inc., a Nevada corporation (the (b) the Investors (as defined below); (c) "Make GoodPledgor"); Wisetop International Holdings Limited, a BVI company (the (d) "PRC" "Mr. Zhao" Guohong Zhao, a citizen of People’s Republic of China ( (e) "Ms. Zhao",] [Execution Copy RIGHT OF CO-SALE AGREEMENT THIS RIGHT OF CO-SALE AGREEMENT Agreement Company Schedule A Investors Key Holders WHEREAS Schedule B WHEREAS Purchase Agreement Private Offering Stock WHEREAS NOW, THEREFORE 1. Definitions Affiliate “ Common Stock “ Investors provided however “ Key Holders Section 3.1 Section 5.9 5.17 “ Proposed Key Holder Transfer “ 1 Proposed Transfer Notice “ Prospective] [Execution Copy CLOSING ESCROW AGREEMENT Agreement Company Investment Agent Escrow Agent Escrowing Party Escrowing Parties This Closing Escrow Agreement, dated as of November 2, 2010 (this “ WITNESSETH: Offering Offering Amount Common Stock Investors Securities Purchase Agreement Securities Escrowed Funds Closing WHEREAS, the Company and the Investment Agent desire to deposit all gross proceeds received from subscriptions for the shares] [FORM 8-K CURRENT REPORT Date of Report (Date of Earliest event Reported): November 3, 2010 (November 2, 2010) THT HEAT TRANSFER TECHNOLOGY, INC. Nevada 001-34812 20-5463509 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) THT Industrial Park No.5 Nanhuan Road, Tiexi District Siping, Jilin Province 136000 People's Republic of China 86-434-3265241 ________________________________________________________ ITEM 1.01 ENTRY INTO]