0001144204-08-026261 Sample Contracts

UNDERWRITING AGREEMENT between INFINITY I-CHINA ACQUISITION CORPORATION and MORGAN JOSEPH & CO. INC. and LEGEND MERCHANT GROUP, INC. Dated: _________, 2008

Underwriting Agreement • May 6th, 2008 • Infinity I-China Acquisition CORP • Blank checks • New York

• Contract Type
  Underwriting Agreement
• Filed
  May 6th, 2008
• Company
  Infinity I-China Acquisition CORP
• Industry
  Blank checks
• Jurisdiction
  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:

INVESTMENT MANAGEMENT TRUST AGREEMENT

Investment Management Trust Agreement • May 6th, 2008 • Infinity I-China Acquisition CORP • Blank checks • New York

• Contract Type
  Investment Management Trust Agreement
• Filed
  May 6th, 2008
• Company
  Infinity I-China Acquisition CORP
• Industry
  Blank checks
• Jurisdiction
  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 AGREEMENT

Right of First Refusal And • May 6th, 2008 • Infinity I-China Acquisition CORP • Blank checks • New York

• Contract Type
  Right of First Refusal And
• Filed
  May 6th, 2008
• Company
  Infinity I-China Acquisition CORP
• Industry
  Blank checks
• Jurisdiction
  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”).