INVESTMENT MANAGEMENT TRUST AGREEMENT
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”).
WHEREAS,
the
Company’s Registration Statement on Form F-1, File No.
333-[
] (“Registration
Statement”),
for
its initial public offering of securities (“IPO”)
was
declared effective on [ , 2008] by the Securities and Exchange Commission
(“Effective
Date”);
and
WHEREAS,
the
Company has completed a private placement under Regulation S of the Securities
Act of 1933, as amended, of 1,500,000 Warrants (the “Private
Warrants”)
prior
to the completion of the IPO for a purchase price of $1,500,000;
and
WHEREAS,
Xxxxxx
Xxxxxx & Co. Inc. (“Xxxxxx”)
and
Legend Merchant Group (“Legend”)
are
acting as the representatives (collectively, the “Representatives”)
of the
underwriters in the IPO (the “Underwriters”);
and
WHEREAS,
as
described in the Company’s Registration Statement, in accordance with the
Company’s Amended and Restated Memorandum and Articles of Association,
$35,410,000 of the net proceeds of the IPO and the sale of the Private Warrants
($40,594,000 if the Underwriters’ over-allotment option is exercised in full),
will be delivered to the Trustee as of [ , 2008] to be deposited and held in
a
trust account for the benefit of the Company, the holders of the ordinary
shares, par value $0.0001 per share, of the Company (“Ordinary
Shares”),
included in the units of the Company’s securities issued in the IPO (the
“Units”),
and
the Representatives; and
WHEREAS,
a
portion of the Property consists of $1,080,000 (or $1,242,000 if the
Underwriters’ over-allotment is exercised in full) attributable to the
Underwriters’ discount (the “Deferred
Discount”)
which
the Underwriters have agreed to deposit in the Trust Account (as defined below).
The amount to be delivered to the Trustee will be referred to herein as the
“Property”
or
the
“Base
Deposit”,
the
Shareholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public
Shareholders,”
and
the Public Shareholders, the Company and the Representatives and the
Underwriters will be referred to together as the “Beneficiaries”;
and
WHEREAS,
the
Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property.
NOW,
THEREFORE,
in
consideration of the foregoing and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. Agreements
and Covenants of Trustee.
The
Trustee hereby agrees and covenants to:
(a) Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in segregated trust accounts (the “Trust
Account”)
established by the Trustee with
[
]. The Trust Account shall not be located within the United States;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a
timely manner, upon the written instruction of the Company, to invest and
reinvest the Property in any “Government Security” or in money market funds
selected by the Company meeting the conditions specified in Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, as determined
by the Company. As used herein, “Government
Security”
means
any Treasury Xxxx issued by the United States, having a maturity of one hundred
and eighty days or less or any open ended investment company selected by the
Company and registered under the Investment Company Act of 1940 that holds
itself out as a money market fund meeting the conditions of paragraphs (c)(2),
(c)(3) and (c)(4) under Rule 2a-7 promulgated under the Investment Company
Act
of 1940 as determined by the Company;
(d) Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,” as such term is used herein;
(e) Promptly
notify the Company of all communications received by it with respect to any
Property requiring action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust
Account or the Company;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do
so;
(h) Render
to
the Company and to such other person as the Company may instruct, monthly
written statements of the activities of and amounts in the Trust Account
reflecting all receipts and disbursements of the Trust Account;
(i) If
there
is any income or other tax obligation relating to the income from the Property
in the Trust Account (as determined by the Company), then, from time to time,
at
the written instruction of the Company, the Trustee shall promptly to the extent
there is not sufficient cash in the Trust Account to pay such tax obligation,
liquidate such assets held in the Trust Account as shall be designated by the
Company in writing;
(j) Commence
liquidation of the Trust Account only after and promptly after receipt of,
and
only in accordance with, the terms of a letter (“Termination
Letter”),
in a
form substantially similar to that attached hereto as either Exhibit
A
or
Exhibit
B
hereto,
signed on behalf of the Company by its President or Chairman of the Board and
Secretary or Assistant Secretary or other authorized officer of the Company,
and
complete the liquidation of the Trust Account and distribute the Property in
the
Trust Account only as directed in the Termination Letter and the other documents
referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by the 24-month anniversary of
the
effective date of the Registration Statement, or the 36-month anniversary in
the
event the extended period is approved (as applicable, the “Last
Date”),
the
Trust Account shall be liquidated in accordance with the procedures set forth
in
the Termination Letter attached as Exhibit
B
hereto
and distributed to the Shareholders of record on the Last Date. In all cases,
the Trustee shall provide the Representatives with a copy of any Termination
Letters and/or any other correspondence that it receives with respect to any
proposed withdrawal from the Trust Account promptly after it receives same.
2
2. Limited
Distributions of Income on Property.
(a) If
there
is any income tax obligation relating to the income from the Property in the
Trust Account, or if there is any other tax obligation to which the Company
is
subject (as determined by the Company), then, at the written instruction of
the
Company, the Trustee shall disburse to the Company or the Internal Revenue
Service or other taxing authority, as applicable, by wire transfer or check
(as
directed by the Company in its instruction letter), out of the Property in
the
Trust Account, the amount indicated by the Company as required to pay income
or
other taxes and disburse to the Company by wire transfer out of the Property
in
the Trust Account, the amount indicated by the Company as owing in respect
of
such taxes.
(b) Upon
written request from the Company containing certification that such distribution
pursuant to this Section 2(b) shall only be used to fund the working capital
requirements of the Company and the costs related to identifying, researching
and acquiring a prospective target business, including, without limitation,
the
expenses incurred in connection with the Company’s dissolution, the Trustee
shall distribute to the Company an amount up to $1,250,000 of the interest
earned and collected on the Property in the Trust Account, net of taxes payable,
through the last day of the month immediately preceding the date of receipt
of
the Company’s written request.
(c) Upon
receipt of the Termination Letter, the Trustee shall liquidate the Trust Account
in accordance with Section 1(j).
(d) Except
as
provided in this Section 2, no other distributions from the Trust Account shall
be permitted.
3. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants:
(a) To
provide all instructions to the Trustee hereunder in writing, signed by the
Company’s Chief Executive Officer and Chief Financial Officer. In addition,
except with respect to its duties under paragraphs 1(i) and 1(j), the Trustee
shall be entitled to rely on, and shall be protected in relying on, any verbal
or telephonic advice or instruction which it in good faith believes to be given
by any one of the persons authorized above to give written instructions,
provided that the Company and/or the Representatives shall promptly confirm
such
instructions in writing;
(b)
Subject
to the provisions of Section 5 hereof, to hold the Trustee harmless and
indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Trustee
in
connection with any action, suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand which in any
way
arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence or
willful misconduct. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this paragraph,
it
shall notify the Company in writing of such claim (hereinafter referred to
as
the “Indemnified
Claim”).
The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim, provided that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company.
The Company may participate in such action with its own counsel at its own
expense;
3
(c) Pay
the
Trustee an initial acceptance fee, an annual fee and a transaction processing
fee for each disbursement made pursuant to Section 1(i) as set forth on
Schedule
A
hereto,
which fees shall be subject to modification by the parties from time to time.
It
is expressly understood that the Property shall not be used to pay such fees
and
further agreed that said transaction processing fees shall be deducted by the
Trustee from the disbursements made to the Company pursuant to Section 2(b).
The
Company shall pay the Trustee the initial acceptance fee and first year’s fee at
the consummation of the IPO and thereafter on the anniversary of the Effective
Date. The Trustee shall refund to the Company the annual fee (on a pro rata
basis) with respect to any period after the liquidation of the Trust Account.
The Company shall not be responsible for any other fees or charges of the
Trustee except as set forth in this Section 3(c) and as may be provided in
Section 3(b) hereof (it being expressly understood that the Property shall
not
be used to make any payments to the Trustee under such Sections);
(d) That,
in
the event the Company consummates a Business Combination and the Trust Account
is liquidated in accordance with Section 1(j) hereof, the Trustee or another
independent party designated by the Company shall act as the inspector of
election to certify the results of the Shareholder vote. As used in this
Agreement, the term “Business
Combination”
means
the acquisition by the Company, through merger, capital stock exchange, asset
or
stock acquisition of, or similar business combination with, one or more
operating businesses, as more fully described in the prospectus forming a part
of the Registration Statement;
(e) That
the
Officer’s Certificate referenced in Sections 1(j) hereof shall require the
Company’s Chief Executive Officer and Chief Financial Officer to each certify
the following (wherever applicable): (1) prior to the Last Date, the Company
has
entered into a Business Combination with a target business, the terms of which
are consistent with the requirements set forth in the Registration Statement;
and (2) the Board of Directors (the “Board”)
has
approved the Business Combination. A copy of such consent and the definitive
agreement relating to the Business Combination so approved shall be attached
as
an exhibit to the Officer’s Certificate;
(f)
In
connection with any vote of the Company’s Shareholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and tabulating
Shareholder votes (which firm may be the Trustee) verifying the vote of the
Company’s Shareholders regarding such Business Combination; and
(g)
Within
five business days after the Underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, to provide the
Trustee notice in writing (with a copy to the Underwriters) of the total amount
of the Deferred Discount, which shall in no event be less than
$1,080,000.
4. Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a) Take
any
action with respect to the Property, other than as directed in Sections 1 and
2
hereof and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Property unless and until it shall have received written instructions
from the Company given as provided herein to do so and the Company shall have
advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;
(c) Change
the investment of any Property, other than in compliance with Section
1(c);
4
(d)
Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;
(f) The
other
parties hereto 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 in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), 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 Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
(g) Verify
the correctness of the information set forth in the Registration Statement
or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement, unless an officer
of the Trustee has actual knowledge thereof, written notice of such event is
sent to the Trustee or as otherwise required under Section 1(j)
hereof;
(h) Pay
any
taxes on behalf of the Trust Account (it being expressly understood that the
Trustee’s sole obligation with respect to taxes shall be to issue the checks
with respect thereto provided for by Section 2(a) hereof); and
(i) Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 1(i), 2(a) or 2(b) above.
5. No
Right of Set-Off.
The
Trustee waives any right of set-off or any right, title, interest or claim
of
any kind that the Trustee may have against the Property held in the Trust
Account. In the event the Trustee has a claim against the Company under this
Agreement, including, without limitation, under Section 3(b), the Trustee will
pursue such claim solely against the Company and not against the Property held
in the Trust Account.
6. Termination.
This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee during which time the Trustee shall continue to act in accordance with
the terms of this Agreement. At such time the Company notifies the Trustee
that
a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including, but not
limited to, the transfer of copies of the reports and statements relating to
the
Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event the Company does not locate a successor trustee within ninety
days of receipt of the resignation notice from the Trustee, the Trustee may,
but
shall not be obligated to, submit an application to have the Property deposited
with the United States District Court for the Southern District of New York
and
upon such deposit, the Trustee shall be immune from any liability whatsoever
that arises due to any actions or omissions to act by any party after such
deposit; or
5
(b) At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(j) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 3(b).
7. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from
the
Trust Account. The Company and the Trustee will each restrict access to
confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason
to
believe unauthorized persons may have obtained access to such information,
or of
any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon account numbers or other identifying numbers of a
beneficiary, beneficiary’s bank or intermediary bank, rather than names. The
Trustee shall not be liable for any loss, liability or expense resulting from
any error in an account number or other identifying number, provided it has
accurately transmitted the identifying numbers provided.
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York, without giving effect to conflict of laws
principles that would result in the application of the substantive laws of
another jurisdiction. It may be executed in several counterparts, each one
of
which shall constitute an original, and together shall constitute but one
instrument. Facsimile or other electronic signatures shall constitute original
signatures for all purposes of this Agreement.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. This Agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each
of
the parties hereto; provided,
however,
that no
such change, amendment or modification may be made without the prior written
consent of the Representatives, who, along with each other Underwriter, the
parties specifically agree, is and shall be a third party beneficiary for
purposes of this Agreement. As to any claim, cross-claim or counterclaim in
any
way relating to this Agreement, each party waives the right to trial by
jury.
(d)
The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the State and County of New York for purposes of resolving
any
disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive, and hereby waive any objection to such
exclusive jurisdiction and accept such venue, and waive any objection that
such
courts represent an inconvenient forum.
(e)
Any
notice, consent or request to be given in connection with any of the terms
or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx, Xxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
[
]
Fax
No.:
[
]
6
if
to the
Company, to:
Xxxx
0000, Xxx Xxxxxx
00
Xxxxx’x Xxxx Xxxxxxx
Xxxx
Xxxx
Tel:
x000-00000000
Fax:
+[
]
Attn:
Xxxxxx Xxxxxxx
in
either
case with a copy to:
Legend
Merchant Group
00
Xxxxx
Xxxxxx
00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxxxx Xxxxxxxxxx
Fax
No:
(000) 000-0000
and
Xxxxxx
Xxxxxx & Co. Inc.
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxx Xxxxxx
Fax
No.:
(000) 000-0000
and
Ellenoff,
Xxxxxxxx & Schole LLP
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
and
Loeb
& Loeb LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxxx X. Xxxxxxxx, Esq.
Fax
No:
(000) 000-0000
(f) This
Agreement may not be assigned by the Trustee without the prior written consent
of the Company and the Representatives.
(g)
Each
of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance. The Trustee hereby consents to the
inclusion of American Stock Transfer & Trust Company in the Registration
Statement and other materials relating to the IPO.
7
IN
WITNESS WHEREOF,
the
parties have duly executed this Investment Management Trust Agreement as of
the
date first written above.
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AMERICAN
STOCK TRANSFER & TRUST COMPANY, as Trustee
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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8
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx, Xxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Fax
No.:
[
]
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between
Infinity
I-China Acquisition Corporation
(“Company”) and American Stock Transfer & Trust Company (“Trustee”), dated
as of
[
], 2008 (“Trust Agreement”), this is to advise you that the Company has entered
into an agreement (“Business Agreement”) with __________________ (“Target
Business”) to consummate a business combination with Target Business (“Business
Combination”) on or about [_______]. The Company shall notify you at least 48
hours in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”). Capitalized words used herein and not
otherwise defined shall have the meanings ascribed to them in the Trust
Agreement.
In
accordance with paragraph _____ of Article _ of the Amended and Restated
Memorandum and Articles of Association of the Company, the Business Combination
has been approved by the Shareholders of the Company and by the Public
Shareholders holding a majority of the IPO Shares cast at the meeting relating
to the Business Combination, and Public Shareholders holding less than 40%
of
the IPO Shares have voted against the Business Combination and given notice
of
exercise of their redemption rights described in paragraph __ of Article ____of
the Amended and Restated Memorandum and Articles of Association of the Company.
Pursuant to Section 3(f) of the Trust Agreement, we are providing you with
[an
affidavit] [a certificate] of __________, which verifies the vote of the
Company’s Shareholders in connection with the Business Combination. In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
in writing on the Consummation Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that (a) the Business Combination has been consummated or will,
concurrently with your transfer of funds to the accounts as directed by the
Company, be consummated and (b) the provisions of Section 11-51-302(6) and
Rule
51-3.4 of the CRS have been met, to the extent applicable, and (ii) the Company
shall deliver to you written instructions with respect to the transfer of the
funds held in the Trust Account (“Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately
upon
your receipt of the counsel’s letter and the Instruction Letter in
accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account
and
be distributed after the Consummation Date to the Company or be distributed
immediately and the penalty incurred. Upon the distribution of all the funds
in
the Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated.
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement on
the
business day immediately following the Consummation Date as set forth in the
notice.
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Very
truly yours,
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| By: | ||
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Name:
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| Title: | ||
| cc: |
Xxxxxx
Xxxxxx & Co. Inc.
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Legend
Merchant Group
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx, Xxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Fax
No.:
[
]
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to paragraph 1(j) of the Investment Management Trust Agreement between Infinity
I-China Acquisition Corporation (“Company”) and American Stock Transfer &
Trust Company (“Trustee”), dated as of
[
], 2008 (“Trust Agreement”), this is to advise you that the Company has
been unable to effect a Business Combination (as defined in the Trust Agreement)
with a target company within the time frame specified in the Amended and
Restated Memorandum and Articles of Association of the Company, as described
in
the Company’s prospectus relating to its initial public offering.
In
accordance with the terms of the Trust Agreement, we hereby (a) certify to
you
that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have
been
met and (b) authorize you to commence liquidation of the Trust Account as
promptly as practicable to the Shareholders of record on the Last Date (as
defined in the Trust Agreement). The Company will establish a record date for
the purposes of determining the Shareholders entitled to receive their share
of
liquidation proceeds. The record date shall be within ten (10) days of the
date
of this letter or as soon as thereafter is reasonably practicable and legally
permissible. You will notify the Company in writing as to when all of the
funds in the Trust Account will be available for immediate transfer (“Transfer
Date”) in accordance with the terms of the Trust Agreement and the Amended and
Restated Memorandum and Articles of Association of the Company. You shall
commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Amended and Restated Memorandum and Articles of Association
of
the Company and you shall oversee the distribution of such funds. Upon the
payment of all the funds in the Trust Account, your obligations under the Trust
Agreement shall be terminated.
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Very
truly yours,
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Name:
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| Title: | ||
| cc: |
Xxxxxx
Xxxxxx & Co. Inc.
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Legend
Merchant Group
Schedule
of fees pursuant to Section 3(c) of Investment Management Trust
Agreement
between
Infinity I-China Acquisition Corporation and
American
Stock Transfer & Trust Company
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Fee
Item
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Time
and method of payment
|
Amount
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Initial
acceptance fee
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Initial
closing of IPO by wire transfer
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[$
]
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Annual
fee
|
First
year, initial closing of IPO by wire transfer; thereafter on the
anniversary of the effective date of the IPO by wire transfer or
check
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[$
]
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Transaction
processing fee for disbursements to Company under Sections 2(a) and
2(b)
|
Deduction
by Trustee from disbursement made to Company under Section
2(b)
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[$
]
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| Agreed: | ||
| Dated: [ ], 2008 | Infinity I-China Acquisition Corporation | |
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| By: | ||
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Name:
Title:
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| American Stock Transfer & Trust Co. | ||
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| By: | ||
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Authorized
Officer
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