REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2008 • Infinity I-China Acquisition CORP • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2008, by and among Infinity I-China Acquisition Corp., a company formed under the laws of the Cayman Islands (the “Company”), and the undersigned listed under Investors on the signature page hereto (“Investors”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • March 5th, 2008 • Infinity I-China Acquisition CORP • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO ______________, 2009 (ONE YEAR FROM EFFECTIVE DATE). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON [ ] , 2013 (FIVE YEARS FROM EFFECTIVE DATE).
UNDERWRITING AGREEMENT between INFINITY I-CHINA ACQUISITION CORPORATION and MORGAN JOSEPH & CO. INC. and LEGEND MERCHANT GROUP, INC. Dated: _________, 2008Underwriting Agreement • May 6th, 2008 • Infinity I-China Acquisition CORP • Blank checks • New York
The undersigned, Infinity I-China Acquisition Corporation, an exempt limited duration company organized under the laws of the Cayman Islands (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph”) and Legend Merchant Group, Inc. (“Legend Merchant Group”, and jointly with Morgan Joseph, also referred to herein variously as “you,” or the “Representatives”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph and Legend Merchant Group are acting jointly as Representatives (the Representatives and the other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 5th, 2008 • Infinity I-China Acquisition CORP • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2008, by and between Infinity I-China Acquisition Corporation, a company formed under the laws of the Cayman Islands having its principal place of business at Unit 5707, The Center, 99 Queen’s Road Central, Hong Kong (“Company”) and American Stock Transfer & Trust Company, a New York corporation with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 5th, 2008 • Infinity I-China Acquisition CORP • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 26th day of December, 2007 for the benefit of Infinity I-China Acquisition Corporation, a company formed under the laws of the Cayman Islands (the “Company”), having its principal place of business at Unit 5707, The Center, 99 Queen’s Road Central, Hong Kong by the persons or entities listed on the signature page hereto under the heading “Subscriber” (each, a “Subscriber” and collectively, the “Subscribers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 6th, 2008 • Infinity I-China Acquisition CORP • Blank checks • New York
This INVESTMENT MANAGEMENT TRUST AGREEMENT is made as of [ ], 2008 by and between Infinity I-China Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • May 6th, 2008 • Infinity I-China Acquisition CORP • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [ ], 2008 by and among Infinity I-China Acquisition Corporation, a Cayman Islands corporation (the “ Company”), Infinity I-China Fund (Cayman), L.P. (“Infinity Cayman”), Infinity I-China Fund (Israel), L.P. (“Infinity Israel”) and Infinity I-China Fund (Israel 2), L.P. (collectively with Infinity Cayman and Infinity Israel, the “Infinity Funds”), in connection with the Company’s proposed public offering of Units pursuant to a registration statement on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • March 5th, 2008 • Infinity I-China Acquisition CORP • New York
This SECURITIES ESCROW AGREEMENT, dated as of [ ], 2008 (the “Agreement”) by and among Infinity I-China Acquisition Corp., a company formed under the laws of the Cayman Islands (the “Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • August 1st, 2008 • Infinity I-China Acquisition CORP • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [ ], 2008 by and among Infinity I-China Acquisition Corporation, a Cayman Islands corporation (the “ Company”), Infinity I-China Fund (Cayman), L.P. (“Infinity Cayman”), Infinity I-China Fund (Israel), L.P. (“Infinity Israel”) and Infinity I-China Fund (Israel 2), L.P. (collectively with Infinity Cayman and Infinity Israel, the “Infinity Funds”), in connection with the Company’s proposed public offering of Units pursuant to a registration statement on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
