THT Heat Transfer Technology, Inc.: Exhibit 10.5 - Filed by
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Exhibit 10.5

Execution Copy 

CLOSING ESCROW AGREEMENT 

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." 

WITNESSETH: 

WHEREAS, the Company proposes to make a private offering
pursuant to the Securities Act of 1933, as amended (the “Offering”) of
approximately Fourteen Million Dollars ($14,000,000) (the “Offering
Amount”) of shares of the Company's common stock, par value $0.001 per share
("Common Stock"), pursuant to a Securities Purchase Agreement, dated as
of November 2, 2010, by and among the Company and the investors party thereto
(the "Investors," and such agreement, the "Securities Purchase
Agreement"), and 

WHEREAS, the Company and the Investment Agent desire to deposit
all gross proceeds received from subscriptions for the shares of Common Stock
being sold (the "Securities") in the Offering (the “Escrowed
Funds”) with the Escrow Agent, to be held in escrow until joint written
instructions are received by the Escrow Agent from the Company and the
Investment Agent, from time to time, at which time the Escrow Agent will
disburse the Escrowed Funds in accordance with such joint written instructions
(a “Closing”); and 

WHEREAS, Escrow Agent is willing to hold the Escrowed Funds in
escrow in subject to the terms and conditions of this Agreement. 

NOW, THEREFORE, in consideration of the mutual promises herein
contained and intending to be legally bound, the parties hereby agree as
follows: 

1.     Appointment of Escrow Agent. The Company and the
Investment Agent hereby appoint Escrow Agent as escrow agent in accordance with
the terms and conditions set forth herein and the Escrow Agent hereby accepts
such appointment. 

2.     Delivery of the Escrowed Funds.

2.1     Within fifteen calendar days after the Company’s U.S. legal
counsel has delivered a written notice to the Investment Agent, confirming that
the definitive Schedule 14C Information Statement related to this Offering has
being filed with the Securities and Exchange Commission, the Investors in the
Offering shall deliver the Escrowed Funds to the Escrow Agent, addressed to the
following account of the Escrow Agent: 

1 




Domestic: 

Virginia Commerce Bank 
Leesburg, VA

ABA#056005253 
Account Name: Escrow, LLC 
Account #: 01194186 

International: 

Correspondent Bank: Wells Fargo Bank,
San Francisco, CA 
SWIFT#: WFBIUS6S 
Credit Account #: 412-11-08146

Virginia Commerce Bank 
FBO Account Name: Escrow, LLC 
Account:
01194186 

2.2     (a) All Investors’ checks shall be made payable to “Escrow,
LLC" and shall be delivered to the Escrow Agent at the address set forth on
Exhibit A hereto and shall be accompanied by a written account of
subscription in the form attached hereto as Exhibit B (the
“Subscription Information”). The Escrow Agent shall, upon receipt of
Subscription Information, together with the related purchase price being paid by
such Investor therefore (the "Investment Amount"), deposit the related
Investment Amount of such Subscription Information in the Escrow Account for
collection; or (b) all funds to be wired shall be wired to the account set forth
in Section 2.1 above and written Subscription Information shall be faxed or
emailed to the Escrow Agent in accordance with the information provided on
Exhibit A. 

2.3     Any checks which are received by the Escrow Agent that are
made payable to a party other than the Escrow Agent shall be returned directly
to the Investment Agent together with any documents delivered therewith.
Simultaneously with each deposit of a check with the Escrow Agent, each Investor
shall provide the Escrow Agent with the Subscription Information to include the
name, address and taxpayer identification number of such Investor and the amount
of Securities subscribed for by such Investor. The Escrow Agent is not
obligated, and may refuse, to accept checks that are not accompanied by a
Subscription Information containing the requisite information. 

2.4     In the event a wire transfer is received by the Escrow
Agent and the Escrow Agent has not received Subscription Information, the Escrow
Agent shall notify the Investment Agent. If the Escrow Agent does not receive
the Subscription Information by such Investor prior to close of business on the
third business day (days other than a Saturday or Sunday or other day on which
the Escrow Agent is not open for business in the State of Virginia) after
notifying the Investment Agent of receipt of said wire, the Escrow Agent shall
return the funds to such Investor. 

2




3.     Escrow Agent to Hold and Disburse Escrowed Funds. The
Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant
to the terms of this Agreement, as follows:

3.1      Upon receipt of both (i) written notice (“Confirmation
Notice”) from the Investment Agent confirming that the conditions to closing
under Section 5.1 of the Securities Purchase Agreement have been satisfied or
waived in accordance with the Securities Purchase Agreement and (ii) joint
written notice (“Joint Notice”) from the Company and the Investment
Agent, in substantially the form of Exhibit C hereto, such Joint Notice
shall be provided within three (3) calendar days after the Confirmation Notice,
the Escrow Agent shall release the Escrowed Funds as directed in such
instructions. 

3.2     In the event this Agreement, the Escrowed Funds or the
Escrow Agent becomes the subject of litigation, the Company authorizes the
Escrow Agent, at its option, to deposit the Escrowed Funds with the clerk of the
court in which the litigation is pending, or a court of competent jurisdiction
if no litigation is pending, and thereupon the Escrow Agent shall be fully
relieved and discharged of any further responsibility with regard thereto. The
Company also authorizes the Escrow Agent, if it receives conflicting claims to
the Escrow Funds, is threatened with litigation or if the Escrow Agent shall
desire to do so for any other reason, to interplead all interested parties in
any court of competent jurisdiction and to deposit the Escrowed Funds with the
clerk of that court and thereupon the Escrow Agent shall be fully relieved and
discharged of any further responsibility hereunder to the parties from which
they were received. 

3.3     In the event that the Escrow Agent does not receive any
instructions by a date that is 60 days from the date of this Agreement (the
“Escrow Termination Date”), all Escrowed Funds shall be returned to the
parties from which they were received, without interest thereon or deduction
therefrom. 

4.     Exculpation and Indemnification of Escrow Agent. 

4.1     The Escrow Agent shall have no duties or responsibilities
other than those expressly set forth herein. The Escrow Agent shall have no duty
to enforce any obligation of any person other than itself to make any payment or
delivery, or to direct or cause any payment or delivery to be made, or to
enforce any obligation of any person to perform any other act. The Escrow Agent
shall be under no liability to the other parties hereto or anyone else, by
reason of any failure, on the part of any other party hereto or any maker,
guarantor, endorser or other signatory of a document or any other person, to
perform such person’s obligations under any such document. Except for amendments
to this Agreement referenced below, and except for written instructions given to
the Escrow Agent relating to the Escrowed Funds, the Escrow Agent shall not be
obligated to recognize any agreement between or among any of the parties hereto,
notwithstanding that references hereto may be made herein and whether or not it
has knowledge thereof.

3




4.2     The Escrow Agent shall not be liable to the Company or the
Investment Agent or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report, or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained), which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by
written notice delivered to the Escrow Agent signed by the proper party or
parties and, if the duties or rights of the Escrow Agent are affected, unless it
shall give its prior written consent thereto. 

4.3     The Escrow Agent shall not be responsible for the
sufficiency or accuracy of the form, or of the execution, validity, value or
genuineness of, any document or property received, held or delivered to it
hereunder, or of any signature or endorsement thereon, or for any lack of
endorsement thereon, or for any description therein; nor shall the Escrow Agent
be responsible or liable to the Company, the Investment Agent, or to anyone else
in any respect on account of the identity, authority or rights, of the person
executing or delivering or purporting to execute or deliver any document or
property or this Agreement. The Escrow Agent shall have no responsibility with
respect to the use or application of the Escrowed Funds pursuant to the
provisions hereof. 

4.4     The Escrow Agent shall have the right to assume, in the
absence of written notice to the contrary from the proper person or persons,
that a fact or an event, by reason of which an action would or might be taken by
the Escrow Agent, does not exist or has not occurred, without incurring
liability to the Company, the Investment Agent, or to anyone else for any action
taken or omitted to be taken or omitted, in good faith and in the exercise of
its own best judgment, in reliance upon such assumption. 

4.5     To the extent that the Escrow Agent becomes liable for the
payment of taxes, including withholding taxes, in respect of income derived from
the investment of the Escrowed Funds, or any payment made hereunder, the Escrow
Agent may pay such taxes; and the Escrow Agent may withhold from any payment of
the Escrowed Funds to the Company to the extent due to the Company in accordance
with the instructions delivered as set forth in Exhibit C such amount as
the Escrow Agent estimates to be sufficient to provide for the payment of such
taxes not yet paid, and may use the sum withheld for that purpose. The Escrow
Agent shall be indemnified and held harmless by the Company against any
liability for taxes and for any penalties in respect of taxes, on such
investment income or payments in the manner provided in Section 4.6. 

4.6     The Escrow Agent and Investment Agent will be indemnified
and held harmless by the Company from and against all expenses, including all
reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent
or Investment Agent in connection with any action, suit or proceedings involving
any claim, or in connection with any claim or demand, which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent or Investment Agent hereunder, except for claims relating to gross
negligence or willful misconduct by Escrow Agent or Investment Agent or breach
of this Agreement by the Escrow Agent or Investment Agent, or the monies or
other property held by it hereunder. Promptly after the receipt of the Escrow
Agent or Investment Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent or Investment Agent, as
applicable, shall, if a claim in respect thereof is to be made against an
Escrowing Party, notify each of them thereof in writing, but the failure by the
Escrow Agent or Investment Agent, as applicable, to give such notice shall not
relieve any such party from any liability which an Escrowing Party may have to
the Escrow Agent or Investment Agent hereunder.

4




4.7 For purposes hereof, the term “expense or loss” shall
include all amounts paid or payable to satisfy any claim, demand or liability,
or in settlement of any claim, demand, action, suit or proceeding settled with
the express written consent of the Escrow Agent, and all costs and expenses,
including, but not limited to, reasonable counsel fees and disbursements, paid
or incurred in investigating or defending against any such claim, demand,
action, suit or proceeding.

5.     Termination of Agreement and Resignation of Escrow
Agent. 

5.1     This Agreement shall terminate upon disbursement of all of
the Escrowed Funds, provided that the rights of the Escrow Agent and the
obligations of the Company under Section 4 shall survive the termination hereof.


5.2     The Escrow Agent may resign at any time and be discharged
from its duties as Escrow Agent hereunder by giving the Company and the
Investment Agent at least fifteen (15) business days written notice thereof (the
“Notice Period”). Upon providing such notice, the Escrow Agent shall have
no further obligation hereunder except to hold as depositary the Escrow Funds
that it receives until the end of such fifteen (15) Business Day period. In such
event, the Escrow Agent shall not take any action, other than receiving and
depositing the Investors’ checks and wire transfers in accordance with this
Agreement, until the Company has designated a banking corporation, trust
company, attorney or other person as successor. As soon as practicable after its
resignation, the Escrow Agent shall, if it receives notice from the Company and
the Investment Agent within the Notice Period, turn over to a successor escrow
agent appointed by the Company and the Investment Agent all Escrowed Funds (less
such amount as the Escrow Agent is entitled to retain pursuant to Section 7)
upon presentation of the document appointing the new escrow agent and its
acceptance thereof. If no new agent is so appointed within the Notice Period,
the Escrow Agent shall return the Escrowed Funds to the parties from which they
were received without interest or deduction.

6.     Form of Payments by Escrow Agent. 

5




6.1     Any payments of the Escrowed Funds by the Escrow Agent
pursuant to the terms of this Agreement shall be made by wire transfer unless
directed to be made by check by the Escrowing Parties. 

6.2     All amounts referred to herein are expressed in United
States Dollars and all payments by the Escrow Agent shall be made in such
dollars. 

7.     Compensation.

	 	7.1 	
      The Company shall pay a documentation fee to the Escrow
      Agent of $2,500.00, out of the Closing. 

	 	 	
       

	 	7.2 	
      Closing Fee: The Company shall pay a fee of $500
      to the Escrow Agent at each Closing. For purposes of this Section 7.2, a
      Closing shall mean each time the Escrow Agent receives the Joint Notice
      from the Company and the Investment Agent to disburse Escrowed Funds in
      accordance with the terms of this Agreement. 

	 	 	
       

	 	7.3 	
      Interest. The Company hereby agrees that Escrow
      Agent shall retain 100% of the interest earned during the time the
      Escrowed Funds are held in escrow hereunder. 



8.     Notices. All notices, requests, demands, and other
communications provided herein shall be in writing, shall be delivered by hand
or by first-class mail, shall be deemed given when received and shall be
addressed to parties hereto at their respective addresses first set forth on
Exhibit A hereto. 

9.     Further Assurances. From time to time on and after
the date hereof, the Company shall deliver or cause to be delivered to the
Escrow Agent such further documents and instruments and shall do and cause to be
done such further acts as the Escrow Agent shall reasonably request (it being
understood that the Escrow Agent shall have no obligation to make any such
request) to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder. 

10.     Consent to Service of Process. The Company and the
Investment Agent hereby irrevocably consent to the jurisdiction of the courts of
the State of Virginia and of any Federal court located in such state in
connection with any action, suit or proceedings arising out of or relating to
this Agreement or any action taken or omitted hereunder, and waives personal
service of any summons, complaint or other process and agrees that the service
thereof may be made by certified or registered mail directed to it at the
address listed on Exhibit A hereto. 

6




11.     Miscellaneous. 

11.1     This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party causing such
instrument to be drafted. The terms “hereby,” “hereof,” “hereunder,” and any
similar terms, as used in this Agreement, refer to the Agreement in its entirety
and not only to the particular portion of this Agreement where the term is used.
The word “person” shall mean any natural person, partnership, corporation,
government and any other form of business of legal entity. All words or terms
used in this Agreement, regardless of the number or gender in which they were
used, shall be deemed to include any other number and any other gender as the
context may require. This Agreement shall not be admissible in evidence to
construe the provisions of any prior agreement.

11.2     This Agreement and the rights and obligations hereunder of
the parties to this Agreement may not be assigned. This Agreement shall be
binding upon and inure to the benefit of each party’s respective successors,
heirs and permitted assigns. No other person shall acquire or have any rights
under or by virtue of this Agreement. This Agreement may not be changed orally
or modified, amended or supplemented without an express written agreement
executed by the Escrow Agent and the Escrowing Parties. This Agreement is
intended to be for the sole benefit of the parties hereto and their respective
successors, heirs and permitted assigns, and none of the provisions of this
Agreement are intended to be, nor shall they be construed to be, for the benefit
of any third person. 

11.3     This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Virginia. The representations
and warranties contained in this Agreement shall survive the execution and
delivery hereof and any investigations made by any party. The headings in this
Agreement are for purposes of reference only and shall not limit or otherwise
affect any of the terms thereof.

12.     Execution of Counterparts. This Agreement may be
executed in a number of counterparts, by facsimile, each of which shall be
deemed to be an original as of those whose signature appears thereon, and all of
which shall together constitute one and the same instrument. This Agreement
shall become binding when one or more of the counterparts hereof, individually
or taken together, are signed by all the parties. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES
FOLLOW]

7




     IN WITNESS WHEREOF, the parties
have executed and delivered this Agreement on the day and year first above
written. 

ESCROW AGENT: 

ESCROW, LLC 

By:_______________________________
     
Name: Johnnie L. Zarecor 
      Title:
Vice-President 

COMPANY: 

THT HEAT TRANSFER TECHNOLOGY, INC. 

By:_______________________________
     
Name: Guohong Zhao 
      Title: Chief Executive
Officer 

INVESTMENT AGENT: 

INFINITY I-CHINA FUND (CAYMAN) L.P.

By:_______________________________
     
Name: 
      Title:

[Signature page to Closing Escrow Agreement] 




EXHIBIT A 
PARTIES TO AGREEMENT 

Company Name: THT Heat Transfer Technology, Inc. 
Address:
No. 5 Nanhua Road, Tiexi District, Siping City, Jilin Province

Country: People's Republic of China, 136000 
Attention.: President

Telephone: 86-434-3265241 
Fax: 86-434-3265455 
Email:
hjjhcy@126.com 

____________________________________
Guohong Zhao 

Escrow Agent 
Escrow, LLC 
20 Rock Point, Suite 204

Warrenton, VA 20186 
Attention: Johnnie Zarecor 
Telephone: (540)
347-2212 
Fax: (540) 347-2291 
Email: jzarecor@escrowllc.net 

____________________________
Johnnie L. Zarecor 

Infinity I-China Fund (Cayman) L.P. 
ADDRESS

Telephone: 
Fax: 
Email:

____________________________ 





	EXHIBIT B 
	SUBCRIPTION INFORMATION 
	  	 
	  	 
	Name of Investor 	 
	  	 
	  	 
	Address of Investor 	 
	 	 
	 	 
	 	 
	$ Amount of Securities 	 
	Subscribed 	 
	 	 
	Subscription Amount 	 
	Submitted Herewith 	 
	 	 
	Taxpayer ID Number/ 	 
	Social Security Number 	 






EXHIBIT C 

DISBURSEMENT REQUEST 

Pursuant to that certain Agreement by and among THT Heat
Transfer Technology, Inc., Infinity I-China Fund (Cayman) L.P., and Escrow, LLC,
the Company and Investment Agent hereby request disbursement of funds in the
amount and manner described below from Virginia Commerce Bank account 01194186
for domestic wiring and Wells Fargo Bank account number 412-11-08146 for
international wiring, FBO Virginia Commerce Bank account 01194186 styled Escrow,
LLC. 

	             
           Please disburse to: 	  
	             
           Amount to disburse: 	  
	             
           Form of distribution: 	  
	             
           Payee: 	  
	                            
        Name: 	  
	                               Address:
    	  
	                               City/State:
    	  
	                               Zip:
    	  
	  	  
	             
           Please disburse to: 	  
	             
           Amount to disburse: 	  
	             
           Form of distribution: 	  
	             
           Payee: 	  
	                               Name:
    	  
	                               Address:
    	  
	                               City/State:
    	  
	                               Zip:
    	  
	 	 
	Subscriptions Accepted From 	  
	  	  
	  	  
	 
                       Investor 	Amount 
	 	 
	 	 
	             
                         
                         
                         
             Total: 	  






Statement of event or condition which calls for this request
for disbursement:

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________


	 	COMPANY: 
	 	  
	 	THT HEAT TRANSFER 
	 	TECHNOLOGY, INC. 
	 	  
	 	By:_______________________________

	 	       Name: 
	 	       Title: 
	 	  
	 	INVESTMENT AGENT: 
	 	  
	 	INFINITY I-CHINA FUND (CAYMAN)
  
	 	L.P. 
	 	  
	 	By:_______________________________

	 	       Name: 
	 	       Title: