WARRANT PURCHASE PLAN


 


This Warrant Purchase Plan (the “Purchase
Plan”) is entered into on _______________, 2012 (the “Commencement Date”) by and between [ ] (“Broker”)
and each of Infinity I-China Fund (Cayman) L.P., Infinity I-China Fund (Israel) L.P., Infinity I-China Fund (Israel 2) L.P., and
Infinity I-China Fund (Israel 3) L.P. (collectively the “Sponsors”). This Purchase Plan relates to the purchase, on
a “not held” basis, of warrants issued by Infinity Cross Border Acquisition Corporation (the “Company”),
each to purchase one ordinary share of the Company (the “Warrants”) and is intended to comply with the provisions
of Rule 10b5-1 (“Rule 10b5-1”).


 


A)  Purchase Plan Requirements


 


		1.	On any day on which there is trading on the Nasdaq Capital Markets (subject to the purchase instructions in Appendix A), Broker
will act as the Sponsors’ exclusive agent to purchase Warrants in accordance with Appendix A.



 


		2.	Purchases made by Broker pursuant to this Purchase Plan shall be made only in accordance with Appendix A, and shall be made
at the prevailing market prices, pursuant to the limitations stated in Appendix A, in open-market transactions.



 


		3.	Broker shall be entitled to a commission of [$ ] per Warrant purchased.



 


		4.	Purchases of the Warrants under this Purchase Plan shall be made outside the provisions of Rule 10b-18 as promulgated under
the Securities Exchange Act of 1934, as amended (“Rule 10b-18”). However, all purchases will comply with the
technical requirements of Rule 10b-18. If any of the technical requirements of Rule 10b-18 cannot be complied with, purchases will
not be made under the Purchase Plan.



 


B)  The
Sponsors’ Representations, Warranties and Covenants


 


Each Sponsor makes the following representations and
warranties, each of which shall continue while this Purchase Plan is in effect and will survive the termination of this Purchase
Plan:


 


		1.	At the time of execution of this Purchase Plan, the Sponsor is not aware of any material, non-public information with respect
to the Company. The Sponsor is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1 or other applicable securities laws.



 


		2.	Purchases of Warrants under this Purchase Plan are irrevocable, have been duly authorized by such Sponsor and are not prohibited
by any legal, regulatory or contractual restriction or undertaking binding on the Sponsor. Such Sponsor will inform Broker as soon
as possible of any subsequent legal or contractual restrictions affecting the execution of the Purchase Plan by Broker or such
Sponsor and of the occurrence of any event that would cause the Purchase Plan to be suspended or to end as contemplated in Section
D and Section F.



 


		3.	Such Sponsor agrees not to enter into or alter any corresponding or hedging transaction with respect to the Warrants while
this Purchase Plan remains in effect.



 


		4.	This Purchase Plan constitutes such Sponsor’s legal, valid and binding obligation enforceable against it in accordance
with its terms.



 






    	 



    	 



    
 


		5.	Such Sponsor acknowledges and agrees that purchases of Warrants by Broker pursuant to Appendix A will not be made in accordance
with the provisions of Rule 10b-18 and that, in accordance with Section A(4), above, Broker shall however make purchases of Warrants
as provided in Appendix A in technical compliance with all of the requirements of Rule 10b-18.



 


		6.	Infinity I-China Fund (Cayman) L.P. shall, on behalf of the Sponsors, promptly notify Broker of the date the Company announces
an initial business combination.



 


		7.	Such Sponsor shall not have any discretion or influence with respect to the purchases under the Purchase Plan.



 


C)  Purchase
Instructions


 


See Appendix A.


 


D)  Suspension
of Purchases


 


The Sponsors acknowledge and agree that Broker may
suspend purchases under this Purchase Plan in the event that:


 


		1.	Broker determines that it is prohibited from purchasing Warrants by a legal, contractual or regulatory restriction applicable
to it or its affiliates or to any Sponsor and its affiliates (other than any such restriction relating to such Sponsor’s
possession or alleged possession of material nonpublic information about the Company).



 


		2.	Broker determines, in its sole discretion, that a market disruption has occurred, beyond the control of Broker that would materially
interfere with Broker’s ability to carry out the terms of this Purchase Plan.



 


		3.	Trading in the Warrants is halted or suspended.



 


		4.	If any purchases cannot be executed as required by this Purchase Plan due to any of the events specified in Sections (D)(1),
(D)(2) or (D)(3), Broker shall effect such purchases as promptly as practicable after the cessation or termination of such disruption,
applicable restriction or other event.



 


E)  Intentionally
omitted.


 


F)  Termination
of this Purchase Plan


 


		1.	This Purchase Plan will terminate upon the earliest of one of the following events:



 


		i.	The terms outlined in Appendix A have been met; and



 


		ii.	Broker is prohibited by law or other governmental agency from engaging in purchasing activity as the Sponsors’ agent
under this Purchase Plan.



 


		2.	Any transaction pending at the time Broker receives a notice referred to in Section F shall be completed and Broker shall receive
the commission set forth in Section A (3).



 






    	 



    	 



    
 


G)  Indemnification
and Limitation on Liability


 


		1.	The Sponsors severally agree to indemnify and hold harmless Broker (and its directors, officers, employees and affiliates)
from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising
out of or attributable to: (a) any material breach by the Sponsors of this Purchase Plan (including the Sponsors representations
and warranties), and (b) any violation by the Sponsors of applicable laws or regulations. The Sponsors will have no indemnification
obligations in the case of gross negligence or willful misconduct of Broker or any other indemnified person. This indemnification
will survive the termination of this Purchase Plan. Broker agrees that the Company shall have no obligation to indemnify or hold
harmless Broker in connection with this Purchase Plan.



 


		2.	Notwithstanding any other provision herein, neither Broker nor any of the Sponsors will be liable for:



 


		i.	Special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages or any kind, even if advised
of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen.



 


		ii.	Any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable
control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility
systems, severe weather, market disruptions or other causes commonly known as “acts of God”.



 


		3.	The Sponsors acknowledge and agree that Broker has not provided the Sponsors with any tax, accounting or legal advice with
respect to this Purchase Plan, including whether the Sponsors would be entitled to any of the affirmative defenses under Rule 10b5-1.



 


H)  Governing
Law


 


This Purchase Plan will be governed by, and construed
in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.


 


I)  Entire
Agreement


 


This Purchase Plan (including Appendix A hereto) constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any previous or contemporaneous
agreements, understandings, proposals or promises with respect thereto, whether written or oral.


 


This Purchase Plan and each party’s rights and
obligations hereunder may not be assigned or delegated without the written permission of the other party and shall inure to the
benefit of each party’s successors and permitted assigns, whether by merger, consolidation or otherwise.


 


J)  Notices


 


All required notifications under this Purchase Plan
shall be made in writing (signed by facsimile) and confirmed by telephone to:


  



    	 



    	 



    

  


	
        To Sponsors:

         

        Name: c/o [Infinity - C.S.V.C. Management Ltd.]

        Attention: Amir Gal-Or, [Co-Chief Executive Officer, Co-President
        and Co-Chairman]

        Address:
        3 Azrieli Center (Triangle Tower)

        42nd Floor, Tel Aviv, Israel, 67023

        Telephone:
        

        Fax:

        E-Mail:

         
	 	
        Copies to:

         

        Name: Ellenoff Grossman & Schole LLP

        Attention: Stuart Neuhauser, Esq.

        Address: 150 E42nd St., 11th Fl., New York, NY 10017

        Telephone: 212-370-1300

        Fax: 212-370-7889

        E-Mail: sneuhauser@egsllp.com

         

	
        To Broker:

         

        Primary Contact:

        Alternate Contact #1:

        Alternate Contact #2:

        Address:

         

        Telephone:

        Fax:

        E-Mail:
	 	
        Copies to:

         

        Name:

        Address:

        Telephone:

        Fax:

        E-mail:

         



 


K)  Counterparts


 


This Purchase Plan may be executed in two or more
counterparts and by facsimile signature.


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the undersigned have executed
this Purchase Plan as of the date first written above.


 


	Infinity I-China Fund (Cayman) L.P.	 	BROKER
	 	 	 	 	 
	By: 	 	 	By: 	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	Account #	 	 	 	 
	 	 	 	 	 
	Infinity I-China Fund (Israel) L.P.	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 	 	 
	Title:	 	 	 	 
	 	 	 	 	 
	Account #	 	 	 	 
	 	 	 	 	 
	Infinity I-China Fund (Israel 2) L.P	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 	 	 
	Title:	 	 	 	 
	 	 	 	 	 
	Account #	 	 	 	 
	 	 	 	 	 
	Infinity I-China Fund (Israel 3) L.P.	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 	 	 
	Title:	 	 	 	 
	 	 	 	 	 
	Account # 	 	 	 	 


 



    	 



    	 



    

 


Appendix A


 


	Name of Buyer: ______________ Name of Issuer: Infinity Cross Border Acquisition Corporation Ticker: ____________ 


 


Purchase Instructions (1)


 


*** INFORMATION ON GRID MUST BE TYPED
***


 





	(a) Sale Period(s)	 	(b) Authorized Number of
       Warrants to be
       Purchased	 	(c) Authorized Dollar
       Amount to be
       Purchased	 	(d) Limit Price
       (“Market” 
       if a Market Order)
	Start Date	 	End Date	 	 	 	 	 	 	 
	Commencement
 Date	 	TBD (See
 Special
 Instructions
 Below)(2)	 	2,000,000 (See Special
 Instructions Below)(3)	 	$	 800,000	(3)  	$0.40 (exclusive of
 commissions)
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 







 


		 ̈	Daily Purchases shall be executed pursuant to the safe harbor conditions of SEC Rule 10b-18,
if available. 



 


		x	Plan Warrant Cap



Authorized Number of Warrants to be Purchased
Under Plan: Up to 2,000,000 (3) 


 


		x	Plan Dollar Cap



Authorized Dollar Amount to be Purchased
Under Plan: $0.40 ($800,000 in aggregate) (3)


Inclusive of Commissions:  ̈
YES x NO 


 


Comments and Special Instructions


 


		1.	The aggregate purchases set forth below shall each be made on a pro-rata basis for each of the Sponsors as follows: Infinity
I-China Fund (Cayman) L.P. (46.7%); Infinity I-China Fund (Israel) L.P. (23.8%); Infinity I-China Fund (Israel 2) L.P. (20.4%)
and Infinity I-China Fund (Israel 3) L.P. (9.1%).



 


		2.	The End Date of the Purchase Plan will be the earlier of the date the Company announces an initial business combination or
when all Warrants have been purchased pursuant to this Plan. The Sponsors will promptly notify Broker if the Company announces
an initial business combination.



 


		3.	Plus, at $0.40 per Warrant, an amount of Warrants equal to the number of units purchased by the underwriters of the Company’s
IPO in connection with the exercise of their overallotment option, up to a maximum of an additional $120,000, or 300,000 Warrants.