4,000,000 Units INFINITY CROSS BORDER ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
Infinity Cross Border Acquisition Corporation, a British Virgin Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
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 • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY INFINITY CROSS BORDER ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND ____________, 2013. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON __________, 2017.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of [ ], 2011 by and between Infinity Cross Border Acquisition Corporation (the “Company”), a British Virgin Islands business company, and Continental Stock Transfer & Trust Company (the “Trustee”), located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2012, is made and entered into by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the “Company”), Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P., Infinity I-China Fund (Israel 3), L.P. (collectively, the “Sponsors”), Amir Gal-Or, Avishai Silvershatz, Kersten Hui, Limei Zhao and Mark Chess (the “Executives”) and EarlyBirdCapital, Inc., (“EBC” and, together with the Sponsors, Executives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2012, by and between INFINITY CROSS BORDER ACQUISITION CORPORATION., a British Virgin Islands business company organized with limited liability (the “Company”), and (“Indemnitee”).
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business...Underwriting Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks
EBC WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • Virgin Islands
This EBC WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 30th day of December, 2011 by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company (the “Company”), having its principal place of business at 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 and the persons set forth on Exhibit A hereto as the same may be amended from time to time (the “Purchasers”).
EARLYBIRDCAPITAL, INC. New York, New York 10016Advisory Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby Infinity Cross Border Acquisition Corporation (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in connection with the Company acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other business combination described in the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission in connection with its initial public offering (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”):
AMENDED AND RESTATED SPONSORS WARRANTS PURCHASE AGREEMENTSponsors Warrants Purchase Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • Virgin Islands
This AMENDED AND RESTATED SPONSORS WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 30th day of December, 2011 by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company (the “Company”), having its principal place of business at 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 and the persons set forth on Exhibit A hereto (the “Sponsors”) and amends and restates in its entirety that certain Sponsors Warrants Purchase Agreement, effective April 14, 2011.
INFINITY CROSS BORDER ACQUISITION CORPORATIONAdministrative Services Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks
STOCK PURCHASE PLANStock Purchase Plan • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on _______________, 2012 (the “Commencement Date”) by and between [ ] (“Broker”) and Infinity Cross Border Acquisition Corporation (the “Company”). This Purchase Plan relates to the purchase, on a “not held” basis, of ordinary shares issued by the Company (the “Shares”), and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”).
WARRANT AGREEMENTWarrant Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2012, is by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
