INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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).


 


WHEREAS,
the Company’s initial registration statement, as amended, on Form F-1, No. 333-173575 (the “Registration Statement”),
for its initial public offering of securities (the “IPO”) has been declared effective as of the date hereof
by the Securities and Exchange Commission (the “Commission”); and


 


WHEREAS,
EarlyBirdCapital, Inc. (“EBC”) is acting as the representative of the several underwriters in the IPO (the “Underwriters”)
pursuant to an underwriting agreement (the “Underwriting Agreement”); and


 


WHEREAS,
simultaneously with the IPO, 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”),
the sponsors of the Company, will be purchasing an aggregate of 4,000,000 warrants (or up to 4,381,818 Sponsor Warrants to the
extent that the Underwriters exercise all or a portion of the over-allotment option) (“Sponsor Warrants”) from
the Company for an aggregate purchase price of $2,000,000; and


 


WHEREAS,
simultaneously with the IPO, EBC or its designees (together with the Sponsors, the “Insider Warrant Holders”)
will be purchasing an aggregate of 400,000 warrants (or up to 438,182 warrants if the Underwriters exercise the over-allotment
option) (“EBC Warrants” and together with the Sponsor Warrants, the “Insider Warrants”)
from the Company for an aggregate of $200,000; and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Memorandum and Articles of Association,
(as amended, the “Memorandum and Articles of Association”), $40,000,000 of the gross proceeds of the IPO and
sale of the Insider Warrants ($46,000,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company
and the holders of the Company’s ordinary shares, no par value (the “Ordinary Shares”), issued in the
IPO as hereinafter provided (the aggregate amount to be delivered to the Trustee will be referred to herein as the “Property,”
the ordinary shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and



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WHEREAS,
pursuant to certain provisions in the Company’s Memorandum and Articles of Association, the Public Shareholders may, regardless
of how such shareholders vote in connection with the Company’s initial acquisition, share exchange,
share reconstruction and amalgamation or contractual control arrangement with, purchase of all or substantially all of the assets
of, or any other similar business combination with operating businesses or entities (a “Business Combination”),
demand the Company redeem such Public Shareholders’ Ordinary Shares into cash or redeem such Ordinary Shares pursuant to
a tender offer pursuant to the Rule 13e-4 and Regulation 14E of the Commission, as applicable and based upon the Company’s
choice of proceeding under the proxy rules or tender offer rules, each as promulgated by the Commission (“Redemption Rights”);
and


 


 


WHEREAS,
the Company and the Trustee are entering into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to: 


 


(a)Hold the Property in trust for the
Beneficiaries in accordance with the terms of this Agreement, in Trust Accounts which shall be established by the Trustee at JP
Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c)In a timely manner, upon the
written instruction of the Company, to invest and reinvest the Property in U.S. government treasuries having a maturity of 180
days or less, as determined by the Company.


 


(d)Collect and receive, when due,
all principal and interest income arising from the Property, which shall become part of the “Property,” as such term
is used herein;



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(e)Notify the Company of all communications
received by it with respect to any Property requiring action by the Company;


 


(f)Supply any necessary information
or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g)Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when reasonably indemnified by the Company
and instructed by the Company to do so, so long as the Company shall have advanced funds sufficient to pay the Trustee’s
expenses incident thereto.


 


(h)Render to the Company, and to
such other person as the Company may instruct, monthly written statements of the activities of, and amounts in, the Trust Account,
reflecting all receipts and disbursements of the Trust Account; and


 


(i)Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto,
signed on behalf of the Company by an executive officer and complete the liquidation of the Trust Account or distribute the Property
in the Trust Account only as directed by the Company; provided, however, that in the event that a Termination Letter
has not been received by the Trustee by 11:59 P.M. New York City time on the 18-month anniversary of the closing of the IPO (or
21-month anniversary of the closing of the IPO if a definitive agreement is executed within 18 months from the closing of the IPO
but a Business Combination has not been consummated within such period), the Trust Account shall be liquidated as soon as practicable
thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed
to the Public Shareholders of record at the close of trading (4:00 P.M. New York City time) on the applicable anniversary date.
For the purposes of clarity, any transmission of such Termination Letter electronically, whether by facsimile, electronic mail
(e-mail), PDF or otherwise, shall constitute an original of such termination Letter hereunder.


 


2.Limited Distributions of Income from Trust Account.


 


(a)Upon written request from the
Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the
Trustee shall distribute to the Company by wire transfer from the interest income collected on the Property the amount necessary
to cover any tax obligation owed by the Company.


 


(b)The Company may withdraw funds
from the Trust Account from the interest income collected in the Property for working capital purposes by delivery of Exhibit
C to the Trustee. The distributions referred to herein shall be made only from interest income collected on the Property and
only if there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations
on such interest income or otherwise then due at that time.



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(c)Also, by delivery of Exhibit
C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association
relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public
Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company
shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation
evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds
to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee
shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be
redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account.


 


(d)In
no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the
amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other
distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(e)The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility
to look beyond said request.


 


(f)In all cases, the Company shall
provide EBC with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to
any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.Agreements and Covenants of the
Company. The Company hereby agrees and covenants to:


 


(a)Give all instructions to the
Trustee hereunder in writing or the electronic equivalent, signed by the Company’s President, Chief Executive Officer or
Chief Financial Officer, and as specified in Section 1(i). In addition, except with respect to its duties under Sections 1(i),
2(a), 2(b) and 2(c) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal, electronic
or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;



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(b)Subject to the provisions of
Section 5, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel
fees and disbursements, or losses suffered by the Trustee in connection with any action taken by the trustee hereunder or any claim,
potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or
any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence
or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this section, it shall notify the Company
in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company
with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company
may participate in such action with its own counsel;


 


(c)Pay the Trustee the fees set
forth on Schedule A hereto;


 


(d)In connection with the vote,
if any, of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the
Company’s shareholders regarding such Business Combination; and


 


(e)In the event that the Company
directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not
direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


4.Limitations of Liability.
The Trustee shall have no responsibility or liability to:


 


(a)Imply obligations, perform duties,
inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly
set forth herein;


 


(b)Take any action with respect
to the Property, other than as directed in Sections 1 and 2 hereof and the Trustee shall have no liability to any party except
for liability arising out of its own gross negligence or willful misconduct;


 


(c)Institute any proceeding for
the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein
to do so and the Company shall have advanced to it funds sufficient to pay any expenses incident thereto;



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(d)Change the investment of any
Property, other than in compliance with Section 1(c);


 


(e)Refund any depreciation in principal
of any Property;


 


(f)Assume that the authority of
any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)The other parties hereto or
to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in
the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, (which counsel may be company counsel) statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented
by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written
consent thereto;


 


(h)Verify the correctness of the
information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other
action taken by it is as contemplated by the Registration Statement; and


 


(i) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to income and activities relating to the
Trust Account, regardless of whether such tax is payable by the Trust Account or the Company (including but not limited to income
tax obligations), it being expressly understood that as set forth in Section 2(a), if there is any income or other tax obligation
relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless
of whether such tax is payable by the Company or the Trust, at the written instruction of the Company, the Trustee shall make
funds available in cash from the Property in the Trust Account an amount specified by the Company as owing to the applicable taxing
authority, which amount shall be paid directly to the Company by electronic funds transfer, account debit or other method of payment,
and the Company shall forward such payment to the taxing authority;


 


(j)Pay or report any taxes on behalf
of the Trust Account other than pursuant to Section 2(a).


 


(k)Verify calculations, qualify
or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a), 2(b) or 2(c).



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5.No Right of Set-Off. The Trustee
waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property held
in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement, including, without limitation,
under Section 3(b), the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust
Account.


 


6.Termination. This Agreement shall terminate as
follows:


 


(a)If the Trustee gives written
notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b)At such time that the Trustee
has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section
3(b).


 


7.Miscellaneous.


 


(a)The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the
Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may
have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the wire.


 


(b)This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but
one instrument.



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(c)This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections
1(i), 2(a), 2(b), 2(c) and 2(d) (which may not be modified, amended or deleted without the affirmative vote of at least 65%
of the then outstanding Ordinary Shares; provided that no such amendment will affect any Public Shareholder who has otherwise
either (i) indicated his election to redeem his Ordinary Shares in connection with a shareholder vote sought to amend this Agreement
or (ii) not consented to any amendment to this Agreement to extend to the time he would be entitled to a return of his pro rata
amount in the Trust Account), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto. As to any claim, cross-claim or counterclaim in any way
relating to this Agreement, each party waives the right to trial by jury and the right to set-off as a defense. The Trustee may
request an opinion from Company counsel as to the legality of any proposed amendment as a condition to its executing such amendment.


 


(d)The parties
hereto consent to the personal jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.


 


(e)Unless otherwise specified herein,
any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt or delivery confirmation
requested), by hand delivery or by electronic or facsimile transmission:


 


	 	if to the Trustee, to:
	 	 
	 	Continental Stock Transfer
	 	& Trust Company
	 	17 Battery Place 
	 	New York, New York 10004
	 	Attn:  Frank A. DiPaolo, CFO
	 	Fax No.:  (212) 509-5150
	 	 
	 	if to the Company, to:
	 	 
	 	Infinity Cross Border Acquisition Corporation
	 	c/o Infinity-C.S.V.C. Management Ltd.
	 	3 Azrieli Center (Triangle Tower)
	 	42nd Floor, Tel Aviv, Israel, 67023
	 	Attn: Mark Chess
	 	Fax No: (  )


 






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	 	with a copy to (which shall not constitute notice):
	 	 
	 	Ellenoff Grossman & Schole LLP
	 	150 East 42nd Street, 11th Floor
	 	New York, New York 10017
	 	Attn: Stuart Neuhauser, Esq.
	 	Fax No: (212)-370-7889


 


(e)This Agreement may not be assigned
by the Trustee without the prior consent of the Company.


 


(f)Each of the Trustee and the
Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to
perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims
or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance. In the event that the Trustee has a claim against the Company under this Agreement, the Trustee will pursue
such claim solely against the Company and not against the Property held in the Trust Account.


 


(g)This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(h)This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(i)The Company
has also retained the Trustee to serve as its share transfer agent and warrant agent and shall pay the fees set forth in Schedule
A for such services. Additionally, the Trustee has agreed to provide all services, including, but not limited to: the mailing
of proxy or tender documents to registered holders, all wires in connection with the Business Combination (including the exercise
of Redemption Rights) and maintaining the official record of the exercise of Redemption Rights and shareholder voting (if applicable).


 


(j)Each of
the Company and the Trustee acknowledge that EBC is a third-party beneficiary of this Agreement.


 


[Signature page follows]



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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


 


CONTINENTAL STOCK TRANSFER


& TRUST COMPANY, as Trustee


 


 


By: __________________________


Name:


Title:


 


 


 


 


INFINITY Cross Border
Acquisition Corporation


 


 


 


 


By: __________________________


Name:


Title:



    	 



    	 



    
 


SCHEDULE A


 


	Fee Item	Time and method of payment	Amount (1)
	Closing fee	Consummation of IPO by wire transfer of funds	$3,500
	Share transfer agent fee	Monthly until consummation of Business Combination	$200
	Warrant agent fee	Monthly until consummation of Business Combination	$200
	All services in connection with a Business Combination and/or all services in connection with liquidation of Trust Account if no Business Combination	Upon final liquidation of the Trust Account but, upon liquidation if no Business Combination, only from interest earned or from the Company or GCH by wire transfer of funds	$[  ]


(1) Any amounts owed by the Company
are subject in their entirety to the provisions of Section 5 of this Agreement.


 



    	 



    	 



    

 


EXHIBIT A


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank Di Paolo


 


	 	Re:	Trust Account No. [     ]   - Termination Letter


 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Infinity Cross Border Acquisition Corporation (“Company”)
and Continental Stock Transfer & Trust Company, dated as of [ ], 2012 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [ ] (the “Target Businesses”) to consummate a Business
Combination with the Target Businesses on or before [ ] (the “Consummation Date”). This letter shall serve as
the 48 hour notice required with respect to the Business Combination. Capitalized words used herein and not otherwise defined shall
have the meanings ascribed to them in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [ ] and to transfer the
entire proceeds to the above referenced Trust checking account at [ ] to the effect that, on the Consummation Date, all of the
funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.  It is acknowledged and agreed that while the funds are on deposit in the Trust checking account
awaiting distribution, the Company will not earn any interest or dividends.


 


On or before the Consummation
Date: (i) counsel for the Company shall deliver to you (a) an affidavit which verifies the vote of the Company’s shareholders
in connection with the Business Combination and (b) written notification that the Business Combination has been consummated or
will be consummated, concurrently with your transfer of funds to the accounts as directed by the Company, (ii) the Company and
EBC shall deliver to you joint written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the counsel’s letter and the Instruction Letter in accordance with the terms of the Instruction Letter. In the
event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and
be distributed after the Consummation Date to the Company or be distributed immediately and the penalty incurred. Upon the distribution
of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.



    	 



    	 



    
 


In the event the Business
Combination is not consummated by 11:59 p.m. on the Consummation Date and we have not notified you of a new Consummation Date,
then, the funds held in the Trust checking account shall be reinvested as provided for by the Trust Agreement as soon as practicable
thereafter.


 


	 	Very truly yours,
	 	 	 
	 	Infinity Cross Border Acquisition Corporation
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  



    	 



    	 



    



 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank Di Paolo


 


	 	Re:	Trust Account No. [    ]   -       Termination Letter


 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Infinity Cross Border Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________, 2012 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company
within the time frame specified in the Company’s Memorandum and Articles of Association, as described in the Company’s
prospectus relating to its IPO.


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [ ] and to transfer the total proceeds
to the Trust checking account at [ ] for distribution to the shareholders. The Company has selected [ ] as the record date for
the purpose of determining the shareholders entitled to receive their pro rata share of the liquidation proceeds. You agree to
be the paying agent of record and in your separate capacity as paying agent to distribute said funds directly to the Company’s
shareholders (other than with respect to the initial, or insider shares) in accordance with the terms of the Trust Agreement, the
Memorandum and Articles of Association of the Company and the fees set forth on Schedule A to the Trust Agreement. Upon the distribution
of all of the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	                         Very truly yours,
	 	 	 
	 	Infinity Cross Border Acquisition Corporation
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	


 


 






    	 



    	 



    
 


EXHIBIT C


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


& Trust Company


17 Battery Place, 8th Floor


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


	 	Re:	Trust Account No. [    ]            


 


Gentlemen:


 


Pursuant to Section
[2(a), 2(b) or 2(c)] of the Investment Management Trust Agreement between Infinity Cross Border Acquisition Corporation (“Company”)
and Continental Stock Transfer & Trust Company, dated as of ___________, 2012 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ [of the interest income earned on the Property as of the date hereof]
[of the Property]. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax
statement] or [for working capital purposes] or [to redeem dissenting shareholders in connection with an amendment to the Company’s
Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”)].
[We have included an affidavit or similar confirmation relating to the Amendment and the number of dissenting shareholders in connection
therewith as an exhibit to this letter]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


 


	 	[WIRE INSTRUCTION INFORMATION]
	 	 	 
	 	           Infinity Cross Border Acquisition Corporation
	 	 	 
	 	 	 
	 	 	 
	 	              By:	 
	 	              Name:	 
	 	              Title:	 





    	 



    	 



    

 


EXHIBIT D


 


 


 


 


 


	AUTHORIZED INDIVIDUAL(S)	AUTHORIZED
	FOR TELEPHONE CALL BACK	TELEPHONE NUMBER(S)
	 	 
	 	 
	Company:	 
	 	 
	Infinity Cross Border Acquisition Corporation	 
	c/o Infinity-C.S.V.C. Management Ltd.	 
	3 Azrieli Center (Triangle Tower)	 
	42nd Floor, Tel Aviv, Israel, 67023	 
	Attn: Mark Chess	(212)-317-3376
	 	 
	 	 
	Ellenoff Grossman & Schole LLP	 
	150 East 42nd Street, 11th Floor	 
	New York, New York, 10017	 
	Stuart Neuhauser, Esq.	(212)-370-1300
	Douglas S. Ellenoff, Esq.	 
	 	 
	Trustee:	 
	 	 
	Continental Stock Transfer	 
	& Trust Company	 
	17 Battery Place	 
	New York, New York 10004	 
	Attn: Frank Di Paolo, CFO	(212) 845-3270