REGISTRATION RIGHTS AGREEMENT


 


 


 


    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”). 


 


RECITALS


 


WHEREAS, the
Company and the Sponsors have entered into that certain Securities Subscription Agreement (the “Securities Subscription
Agreement”), dated as of April 6, 2011, pursuant to which the Sponsor purchased an aggregate of 1,437,500 shares
(the “Founder Shares”) of the Company’s ordinary shares, no par value per share (the “Ordinary
Shares”) after giving effect to the 1.25-for-1 forward split of the Ordinary Shares on May 24, 2012; and


 


WHEREAS,
the Company and the Sponsors have entered into that certain Second Amended and Restated Sponsors Warrants Purchase Agreement (the
“Sponsors Warrants Purchase Agreement”), dated as of May 24, 2012, pursuant to which the Sponsors agreed
to purchase 4,000,000 warrants (or up to 4,381,818 warrants if the underwriters of the Offering (as defined below) exercise
their over-allotment option in full) of the Company (the “Sponsor Warrants”)
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering; and


 


WHEREAS,
the Company has entered into that certain Amended and Restated EBC Warrants Purchase Agreement, dated May 24, 2012 (“EBC
Warrants Purchase Agreement”) with EBC or its designees (together with the Sponsors,
the “Insider Warrantholders”) pursuant to which the parties will purchase an aggregate of 400,000 warrants
(or up to 438,182 warrants if the underwriters of the Offering exercise their over-allotment option in full) of
the Company (the “EBC Warrants”, and together with the Sponsor Warrants the “Insider Warrants”),
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering; and



 


WHEREAS, in
May, 2011, the Sponsors transferred 230,000 Founder Shares to the Executives pursuant to certain transfer agreements between the
Sponsors and each of the Executives; and



    	 



    	 



    
 


WHEREAS, the
Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


ARTICLE I


DEFINITIONS


 


		1.1	Definitions. The terms defined in this Article I shall, for all purposes of
this Agreement, have the respective meanings set forth below:
	 	 	 



			



“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief
Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed,
and (iii) the Company has a bona fide business purpose for not making such information public.


 


     “Agreement”
shall have the meaning given in the Preamble.


 


     “Board”
shall mean the Board of Directors of the Company.


 


     “Business
Combination” means any acquisition, share exchange, share reconstruction and amalgamation or contractual control
arrangement with, purchasing all or substantially all of the assets of, or engagement in any other similar business combination
involving the Company and one or more businesses or entities.


 


     “Commission”
shall mean the Securities and Exchange Commission.


 


     “Company”
shall have the meaning given in the Preamble.


 


     “Demand
Registration” shall have the meaning given in subsection 2.1.1.


 


     “Demanding
Holder” shall have the meaning given in subsection 2.1.1.


 


            “EBC
Warrants” shall have the meaning given in the Recitals hereto.


 


    “EBC
Warrant Purchase Agreement” shall have the meaning given in the Recitals hereto.


 


       “EBC
Lock-up Period” shall mean, with respect to the EBC Warrants and any of the Ordinary Shares issued or issuable upon
the exercise of such EBC Warrants, the period up until the completion of the Company’s initial Business Combination.



    	 



    	 



    
 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Executives”
shall have the meaning given in the Recitals hereto.


 


“FINRA” shall
mean the Financial Industry Regulatory Authority, Inc.


 


“Form F-1” shall
have the meaning given in subsection 2.1.1.


 


“Form F-3” shall
have the meaning given in subsection 2.2.4.   


 


    “Founder
Shares” shall have the meaning given in the Recitals hereto.


 


     “Founder
Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier to occur of (A)
one year after the completion of the initial Business Combination and (2) the date on which the Company consummates a liquidation,
share exchange, share reconstruction and amalgamation, contractual control arrangement with, or other similar transaction after
the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary
shares for cash, securities or other property; provided, however, if the Company’s share price reaches or exceeds
$9.60 for any 20 trading days within any 30-trading day period during the Lock-Up Period, 50% of the Founder Shares will be released
from the lock-up and, if the Company’s share price reaches or exceeds $12.00 for any 20 trading days within any 30-trading
day period during the Lock Up Period, the remaining 50% of the Founder Shares shall be released from the lock-up.     


 


“Holders”
shall have the meaning given in the Preamble.


 


 “Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 


     “Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus not misleading.


 


   “Option Securities”
shall mean the Ordinary Shares or other equity securities registrable pursuant to the terms of the Unit Purchase Option which will
have contractual piggyback registration rights.


 


  “Ordinary
Shares” shall have the meaning given in the Recitals hereto.


 


“Piggyback
Registration” shall have the meaning given in Section 2.2.


 


     “Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


     “Prospectus
Date” shall mean the date of the final prospectus filed with the Commission and relating to the Company’s initial
public offering.



    	 



    	 



    
 


     “Registrable
Security” shall mean (a) the Founder Shares, (b) the Insider Warrants (including any Ordinary Shares issued
or issuable upon the exercise of any such Insider Warrants) and (c) any outstanding Ordinary Shares or any other equity security
(including the Ordinary Shares issued or issuable upon the exercise of any other equity security) held by a Holder as of the date
of this Agreement and (d) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any
such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $500,000 made to
the Company by a Holder, and (e) any other equity security of the Company issued or issuable with respect to any such Ordinary
Shares by way of a share dividend or share split or in connection with a combination of shares, acquisition, recapitalization,
consolidation, reorganization, share exchange, share reconstruction and amalgamation or contractual control arrangement
with, purchasing all or substantially all of the assets of, or engagement in any other similar transaction;
 provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable
Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend
restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall
not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such
securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


     “Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
becoming effective.


 


     “Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


     (A) all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority) and any securities exchange on which the Ordinary Shares are then listed;


 


     (B) fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


     (C) printing,
messenger, telephone and delivery expenses;


 


     (D) reasonable
fees and disbursements of counsel for the Company;


 


     (E) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration; and


 


     (F) reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand
Registration to be registered for offer and sale in the applicable Registration.


 


     “Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.



    	 



    	 



    
 


     “Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 


     “Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Securities Subscription
Agreement” shall have the meaning given in the Recitals hereto.    


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


     “Sponsor
Warrants” shall have the meaning given in the Recitals hereto.


 


     “Sponsors
Warrant Purchase Agreement” shall have the meaning given in the Recitals hereto.


 


     “Sponsor
Lock-up Period” shall mean, with respect to the Sponsor Warrants and any of the Ordinary Shares issued or issuable
upon the exercise of such Sponsor Warrants, the period up until the completion of the Company’s initial Business Combination.


 


“Unit Purchase Option”
shall mean the unit purchase option to be issued by the Company to EBC or its designees in connection with the Company’s
initial public offering.


 


     “Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


     “Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


ARTICLE II


REGISTRATIONS


 


     2.1 Demand Registration.


 


          2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any
time and from time to time on or after the expiration of the Founder Lock-up Period, Sponsor Lock-up Period or EBC Lock-up Period,
as applicable, the Holders of at least twenty-five per cent (25%) of the then outstanding number of Registrable Securities (the
“Demanding Holders”) may make a written demand for Registration of at least fifteen percent (15%) of
the then outstanding number of Registrable Securities, which written demand shall describe the amount and type of securities to
be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration,
notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration
(each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the
notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company,
such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand
Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately
after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding
Holders and Requesting Holders pursuant such the Demand Registration. Under no circumstances shall the Company be obligated to
effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this  subsection 2.1.1
with respect to any or all Registrable Securities;  provided, however, that a Registration shall not be counted for
such purposes unless a Form F-1 or any similar long-form registration statement that may be available at such time (“Form
F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered
on behalf of the Requesting Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of
this Agreement.



    	 



    	 



    
 


          2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in
a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission,
federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed
not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.


 


          2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.



    	 



    	 



    
 


          2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing
that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire
to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary
Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration
rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (A) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based
on the number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in
such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders
have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to
register their Registrable Securities pursuant to  subsection 2.2.1 hereof, and the Option Securities as to which registration
has been requested pursuant to the applicable contractual piggyback registration rights of such security holders, pro rata, without
exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity
securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written
contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


          2.1.5
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under  subsection 2.1.1 shall have the right to withdraw
from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company
and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of
the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant
to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the
Registration Expenses incurred in connection a Registration pursuant to a Demand Registration prior to its withdrawal under this
subsection 2.1.5.



    	 



    	 



    
 


 2.2 Piggyback Registration.


 


        


 


  2.2.1 Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders
of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to  Section 2.1
hereof), other than a Registration Statement filed (i) in connection with any employee share option or other benefit plan,
(ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an
offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable
but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing
within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms
and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to
distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an
underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


          2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the
Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken
together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual
arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities
as to which registration has been requested pursuant  Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as
to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders
of the Company, exceeds the Maximum Number of Securities, then:



    	 



    	 



    
 


               (a) If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
 subsection 2.2.1 hereof, and the Option Securities as to which registration has been requested pursuant to the applicable
contractual piggyback registration rights of such security holders, Pro Rata, which can be sold without exceeding the Maximum Number
of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual
piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of
Securities;


 


               (b)
If the registration is a “demand” registration undertaken at the demand of holders of Option Securities, (A) first,
the Ordinary Shares or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the
terms hereof, that can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of Securities; and


 


(c) If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, or the Option Securities, then
the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such
requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1, and the Option Securities as to which registration has been requested pursuant to the applicable contractual
piggyback registration rights of such security holders, pro rata based on the number of Registrable Securities that each Holder
has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders
have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that
the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which
can be sold without exceeding the Maximum Number of Securities.



    	 



    	 



    
 


          2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any)
of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination
or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


          2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


     2.3 Registrations
on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register
the resale of any or all of their Registrable Securities on Form F-3 or any similar short-form registration statement that may
be available at such time (“Form F-3”);  provided,  however, that the Company shall
not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt
of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly
give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such
Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of
the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s
initial receipt of such written request for a Registration on Form F-3, the Company shall register all or such portion of such
Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder
or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to
Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable
Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration,
propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less
than $5,000,000.



    	 



    	 



    
 


     2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective
date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt
of a Demand Registration pursuant to  subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable
efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten
Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer;
or (C) in the good faith judgment of the Board such Registration would be materially detrimental to the Company and the Board
concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the
Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment
of the Board it would be materially detrimental to the Company for such Registration Statement to be filed in the near future and
that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right
to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall
not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained
in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect
to any Registrable Securities held by any Holder, until after the expiration of the Founder Lock-Up Period or the Sponsor Lock-Up
Period, as the case may be.


 


ARTICLE III 


COMPANY PROCEDURES


 


     3.1 General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect
the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale
of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall,
as expeditiously as possible,:


 


          3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;


 


          3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;


 


          3.1.3
prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the
Registrable Securities owned by such Holders;



    	 



    	 



    
 


          3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 


          3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


          3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


          3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;


 


          3.1.8
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or
Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;



    	 



    	 



    
 


          3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then
in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


         3.1.10
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter
into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;


 


          3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


          3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such
opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders;


 


          3.1.13
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter of such offering;


 


          3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date
of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


          3.1.15
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and



    	 



    	 



    
 


          3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.


 


     3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that
the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


     3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of
the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may
be reasonably required under the terms of such underwriting arrangements.


 


     3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies
of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing
by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s
control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness
of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days,
determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the
preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of
the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall
immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 


     3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it
shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any
Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied
with such requirements.



    	 



    	 



    
 


ARTICLE IV 


 


INDEMNIFICATION AND
CONTRIBUTION


 


     4.1 Indemnification.


 


          4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except
insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.


 


          4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers
and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of
material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing
by such Holder expressly for use therein; provided,  however, that the obligation to indemnify shall be several,
not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities
shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant
to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to indemnification of the Company.



    	 



    	 



    
 


          4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.


 


          4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make
such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


          4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct
or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall
be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount
paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in  subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges
or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that
it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation
or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.



    	 



    	 



    
 


ARTICLE V


MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, telecopy, telegram or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, telecopy, electronic mail or facsimile, at such time as
it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused
by the addressee upon presentation. Any notice or communication under this Agreement must be addressed to Sponsors, Executives,
or the Company at: c/o Infinity-C.S.V.C. Management Ltd., 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel,
67023, or by facsimile at: [ ] or to EBC at [ ]. Any party may change its address for notice at any
time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty
(30) days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment;
No Third Party Beneficiaries.


 


          5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part. Prior to the expiration of the Founder Lock-Up Period, the Sponsor Lock-Up Period or the EBC Lock-Up Period,
as the case may be, no Holder may assign or delegate their rights, duties or obligations under this Agreement in whole or in part.
Notwithstanding the above, as it applies to the Sponsor Warrants, EBC Warrants and the Founder Shares, the Holder may transfer
such securities, during the respective lock-up period, to their Permitted Transferees (as such term is defined in that certain
Warrant Agreement between the Company and Continental Stock Transfer & Trust Company).


 


          5.2.2
Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of
Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and
to the extent of any transfer of Registrable Securities by any such Holder.



    	 



    	 



    
 


          5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders.


 


          5.2.4
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto (other than EBC in respect of
the provisions relating to the Option Securities), other than as expressly set forth in this Agreement and  Section 5.2
hereof.


 


          5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in  Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).
Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


     5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


     5.4 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG
NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION.


 


     5.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least sixty-six and two-thirds percent (66
2/3%) of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set
forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely
in its capacity as a holder of the shares of capital share of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the
Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise
of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights
or remedies hereunder or thereunder by such party.



    	 



    	 



    
 


     5.6 Other
Registration Rights. Except those securities issued or issuable upon exercise of the Unit Purchase Option, the Company represents
and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any
securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the
sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that
this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event
of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


     5.7 Termination.
This Agreement shall terminate and the registration rights granted hereunder shall expire on the date that is five (5) years
after the Prospectus Date; provided that such termination and expiration shall not affect registration rights exercised
prior to such date.


 


[SIGNATURE PAGES FOLLOW]



    	 



    	 



    
 


     IN WITNESS
WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


 


 





	 	COMPANY:
	 	INFINITY Cross Border
ACQUISITION CORPORATION
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	HOLDERS:	 	 
	 	Infinity I-China Fund (Cayman), L.P.
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Infinity I-China Fund (ISRAEL), L.P.
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Infinity I-China Fund (ISRAEL 2), L.P.
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






    	 



    	 



    
 


	 	Infinity I-China Fund (ISRAEL 3), L.P.
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	Amir Gal-Or
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	Avishai Silvershatz
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	Kersten Hui
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	Limei Zhao
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	Mark Chess
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	Mark B. Segall



 






    	 



    	 



    
 


	 	 	 
	 	Earlybirdcapital, inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: