5,000,000 Units INFINITY CROSS BORDER ACQUISITION CorpORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 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,...Infinity Cross Border Acquisition Corp • May 25th, 2012 • 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.
WARRANT AGREEMENTWarrant Agreement • May 25th, 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”).
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...Letter Agreement • May 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 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, Mark Chess and Mark B. Segall (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”).
SECOND Amended and Restated SPONSORS WARRANTS PURCHASE AGREEMENTSponsors Warrants Purchase Agreement • May 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • Virgin Islands
This SECOND Amended and restated SPONSORS WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 24th day of May, 2012 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 Amended Sponsors Warrants Purchase Agreement, effective December 30, 2011.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of [ ], 2012 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).
Amended and restated EBC WARRANTS PURCHASE AGREEMENTEbc Warrants Purchase Agreement • May 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • Virgin Islands
This Amended and restated EBC WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 24th day of May, 2012 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”).
INFINITY CROSS BORDER ACQUISITION CORPORATIONInfinity Cross Border Acquisition Corp • May 25th, 2012 • Blank checks
