5,000,000 Units INFINITY CROSS BORDER ACQUISITION CorpORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 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 • July 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.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of July 19, 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).
WARRANT AGREEMENTWarrant Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 19, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 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”).
EARLYBIRDCAPITAL, INC. New York, New York 10016Infinity Cross Border Acquisition Corp • July 25th, 2012 • 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”):
INFINITY CROSS BORDER ACQUISITION CORPORATIONInfinity Cross Border Acquisition Corp • July 25th, 2012 • Blank checks • New York
