Unassociated Document


    10.6

     

    


    SUBSCRIPTION
      AGREEMENT

    


    This
      SUBSCRIPTION
      AGREEMENT
      (this
“Agreement”)
      made
      as of this 26th day of December, 2007 for the benefit of Infinity I-China
      Acquisition Corporation, a company formed under the laws of the Cayman Islands
      (the “Company”),
      having its principal place of business at Unit 5707, The Center, 99 Queen’s Road
      Central, Hong Kong by the persons or entities listed on the signature page
      hereto under the heading “Subscriber” (each, a “Subscriber”
and
      collectively, the “Subscribers”).

    


    WHEREAS,
      the Company desires to sell an aggregate of 1,500,000 warrants (the
“Warrants”)
      each
      exercisable for one ordinary share of the Company for a purchase price of $1.00
      per Warrant (i.e., an aggregate purchase price of $1,500,000); and 

    


    WHEREAS,
      the
      offer and sale of the Warrants (the “Offering”)
      is
      being made in reliance upon the provisions of Regulation S (“Regulation
      S”)
      promulgated by the Securities and Exchange Commission (the “SEC”)
      under
      the Securities Act of 1933, as amended (the “Securities
      Act”);

    


    WHEREAS,
      Subscribers wish to purchase the Warrants and the Company wishes to accept
      such
      subscription.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      set forth and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the Company and Subscribers hereby agree
      as
      follows

    


    1. Agreement
      to Subscribe

    


    1.1 Purchase
      and Issuance of the Warrants.
      Upon
      the terms and subject to the conditions of this Agreement, Subscribers hereby
      agree to purchase from the Company, and the Company hereby agrees to sell to
      the
      Subscriber, on the date of the Closing (as defined below), the number of
      Warrants indicated on the signature page hereto by the caption, “Number of
      Warrants Being Subscribed” which Warrants will be issued to the Subscribers, or
      their affiliates or designees. The aggregate purchase price for each
      Subscriber’s Warrants (the “Purchase
      Price”)
      is
      indicated on the signature page hereto by the caption, “Purchase
      Price.”

    


    1.2 Delivery
      of the Purchase Price.
      Upon
      execution of this Agreement each Subscriber is hereby bound to fulfill its
      obligations hereunder and hereby irrevocably commits to deliver to the Company
      on the date of Closing (as hereinafter defined) the Purchase Price by bank
      check, wire transfer or such other form of payment as shall be acceptable to
      the
      Company, in its sole and absolute discretion, at the Closing. Any such check
      delivered to the Company shall be made payable to the order of “Infinity I-China
      Acquisition Corporation.” The Company irrevocably commits to deliver the
      Purchase Price into a trust account (the “Trust
      Account”)
      maintained by American Stock Transfer & Trust Company.

    


    1.3 Closing.
      The
      date of the Closing of the Offering (the “Closing”),
      shall
      take place at the offices of the Company immediately prior to the effective
      date
      of the registration statement pursuant to which the Company proposes to register
      its initial public offering (the “IPO”)
      of
      4,500,000 units consisting of Ordinary Shares and Warrants. The proceeds of
      the
      Offering shall be deposited in the Company’s Trust Account as described in the
      registration statement for the Company’s IPO. Upon Closing, each Subscriber’s
      Warrants and ordinary shares underlying the Warrants (the “Warrant
      Shares”)
      shall
      be deemed to be held in escrow until deposited with the escrow agent as
      described in the registration statement for the Company’s IPO.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Representations
      and Warranties of the Subscriber

    


    Each
      Subscriber represents and warrants to the Company that:

    


    2.1 No
      Government Recommendation or Approval.
      Subscriber understands that no United States federal or state agency or similar
      agency of any other country has passed upon or made any recommendation or
      endorsement of the Company or the Offering of the Warrants or Warrant
      Shares.

     

    2.2 Not
      a
“U.S. Person”.
      Subscriber is not a “U.S. Person” as defined in Rule 902 of Regulation S
      promulgated under the Securities Act, was not organized under the laws of any
      United States jurisdiction, and was not formed for the purpose of investing
      in
      securities not registered under the Securities Act. At the time the purchase
      order for this transaction was originated, the Subscriber was outside the United
      States.

    


    2.3 Intent.
      Subscriber is purchasing the Warrants solely for investment purposes, for
      Subscriber’s own account and not for the account or benefit of any U.S. person,
      and not with a view towards the distribution or dissemination thereof and
      Subscriber has no present arrangement to sell the Warrants to or through any
      person or entity. Subscriber understands the Warrants must be held indefinitely
      unless such Warrants are resold in accordance with the provisions of Regulation
      S, are subsequently registered under the Securities Act or an exemption from
      registration is available. 

    


    2.4 Restrictions
      on Transfer.
      Subscriber understands the Warrants are being offered in a transaction not
      involving a public offering in the United States within the meaning of the
      Securities Act. The Warrants have not been registered under the Securities
      Act,
      and, if in the future the Subscriber decides to offer, resell, pledge or
      otherwise transfer the Warrants, such Warrants may be offered, resold, pledged
      or otherwise transferred only: (A) pursuant to an effective registration
      statement filed under the Securities Act, (B) to a non-U.S. person in an
      offshore transaction in accordance with Rule 903 or Rule 904 of Regulation
      S of
      the Securities Act, (C) pursuant to the resale limitations set forth in Rule
      905
      of Regulation S, (D) pursuant to an exemption from registration under the
      Securities Act provided by Rule 144 thereunder (if available) or (E) pursuant
      to
      any other exemption from the registration requirements of the Securities Act,
      and in each case in accordance with any applicable securities laws of any state
      of the United States or any other jurisdiction. Subscriber acknowledges, agrees
      and covenants it will not engage in hedging transactions with regard to the
      Warrants prior to the expiration of the distribution compliance period specified
      in Rule 903 of Regulation S promulgated under the Securities Act, unless in
      compliance with the Securities Act. Subscriber agrees that if any transfer
      of
      its Warrants or any interest therein is proposed to be made, as a condition
      precedent to any such transfer, the Subscriber may be required to deliver to
      the
      Company an opinion of counsel satisfactory to the Company. Absent registration
      or another exemption from registration, the Subscriber agrees it will not resell
      the securities constituting the Subscriber's Warrants to U.S. Persons or within
      the United States.

    


    2.5 Sophisticated
      Investor.

    


    (i) Subscriber
      is sophisticated in financial matters and is able to evaluate the risks and
      benefits of the investment in the Warrants.

    


    (ii) Subscriber
      is able to bear the economic risk of his investment in the Warrants for an
      indefinite period of time because none of the Warrants have been registered
      under the Securities Act and therefore cannot be sold unless subsequently
      registered under the Securities Act or an exemption from such registration
      is
      available.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.6 Independent
      Investigation.
      Subscriber, in making the decision to purchase the Warrants, has relied upon
      an
      independent investigation of the Company and has not relied upon any information
      or representations made by any third parties or upon any oral or written
      representations or assurances from the Company, its officers, directors or
      employees or any other representatives or agents of the Company, other than
      as
      set forth in this Agreement and the Warrants. Subscriber is familiar with the
      business, operations and financial condition of the Company and has had an
      opportunity to ask questions of, and receive answers from, the Company’s
      officers and directors concerning the Company and the terms and conditions
      of
      the offering of the Warrants and has had full access to such other information
      concerning the Company as the Subscriber has requested.

    


    2.7 Authority.
      This
      Agreement has been validly authorized, executed and delivered by the Subscriber
      and is a valid and binding agreement enforceable in accordance with its terms,
      subject to the general principles of equity and to bankruptcy or other laws
      affecting the enforcement of creditors' rights generally. The execution,
      delivery and performance of this Agreement by the Subscriber does not and will
      not conflict with, violate or cause a breach of any agreement, contract or
      instrument to which the Subscriber is a party.

    


    2.8 No
      Legal Advice from Company.
      Subscriber acknowledges that he, she or it has had the opportunity to review
      this Agreement and the transactions contemplated by this Agreement and the
      other
      agreements entered into between the parties hereto with the Subscriber's own
      legal counsel and investment and tax advisors. Except for any statements or
      representations of the Company made in this Agreement and the other agreements
      entered into between the parties hereto, the Subscriber is relying solely on
      such counsel and advisors and not on any statements or representations of the
      Company or any of its representatives or agents for legal, tax or investment
      advice with respect to this investment, the transactions contemplated by this
      Agreement or the securities laws of any jurisdiction.

    


    2.9 Reliance
      on Representations and Warranties.
      Subscriber understands the Warrants are being offered and sold to the Subscriber
      in reliance on exemptions contained in specific provisions of United States
      federal and state securities laws and that the Company is relying upon the
      truth
      and accuracy of the representations, warranties, agreements, acknowledgments
      and
      understandings of the Subscriber set forth in this Agreement in order to
      determine the applicability of the exemptions contained in such provisions.
       

    


    2.10 No
      Advertisements.
      The
      undersigned is not subscribing for the Warrants as a result of or subsequent
      to
      any advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting.

    


    2.11 Legend.
      Subscriber acknowledges and agrees the Warrants, and when issued the Warrant
      Shares, shall bear restricted legends (the “Legends”),
      in
      the form and substance as set forth in Section 4 hereof, prohibiting the offer,
      sale, pledge or transfer of the securities, except (i) pursuant to an effective
      registration statement filed under the Securities Act, (ii) in accordance with
      the applicable provisions of Regulation S, promulgated under the Securities
      Act,
      (iii) pursuant to an exemption from registration provided by Rule 144 under
      the
      Securities Act (if available), and (iv) pursuant to any other exemption from
      the
      registration requirements of the Securities Act.

    


    3. Representations
      and Warranties of the Company

    


    The
      Company represents and warrants to each Subscriber that:

    


    3.1 Valid
      Issuance of Capital Stock.
      The
      total number of shares of all classes of capital stock which the Company has
      authority to issue is 20,000,000 Ordinary Shares and 1,000,000 preferred shares.
      As of the date hereof, the Company has 1,293,750 Ordinary Shares issued and
      outstanding. All of the issued shares of capital stock of the Company have
      been
      duly authorized, validly issued, and are fully paid and
      non-assessable.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.2 Organization
      and Qualification.
      The
      Company is a corporation duly incorporated and existing in good standing under
      the laws of the Cayman Islands and has the requisite corporate power to own
      its
      properties and assets and to carry on its business as now being
      conducted.

    


    3.3 Authorization;
      Enforcement.
      (i) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Warrants in
      accordance with the terms hereof, (ii) the execution, delivery and performance
      of this Agreement by the Company and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all necessary corporate action,
      and no further consent or authorization of the Company or its Board of Directors
      or shareholders is required, and (iii) this Agreement constitutes valid and
      binding obligations of the Company enforceable against the Company in accordance
      with its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
      or
      similar laws relating to, or affecting generally the enforcement of, creditors'
      rights and remedies or by equitable principles of general application and except
      as enforcement of rights to indemnity and contribution may be limited by federal
      and state securities laws or principles of public policy.

    


    3.4 No
      Conflicts.
      To the
      knowledge of the Company, the execution, delivery and performance of this
      Agreement and the consummation by the Company of the transactions contemplated
      hereby do not materially (i) result in a violation of the Company's Memorandum
      and Articles of Association or (ii) conflict with, or constitute a default
      under
      any agreement, indenture or instrument to which the Company is a party. Other
      than any SEC or state securities filings which may be required to be made by
      the
      Company subsequent to the Closing, and any registration statement which may
      be
      filed pursuant thereto, the Company is not required under federal, state or
      local law, rule or regulation to obtain any consent, authorization or order
      of,
      or make any filing or registration with, any court or governmental agency or
      self-regulatory entity in order for it to perform any of its obligations under
      this Agreement or issue the Ordinary Shares in accordance with the terms
      hereof.

    


    4. Legends;
      Denominations

    


    4.1 Legend.
      The
      Company will issue the Warrants, and when issued the Warrant Shares, purchased
      by the Subscriber in the name of the Subscriber and in such denominations to
      be
      specified by the Subscriber prior to the Closing. The Warrants and Warrant
      Shares will bear the following Legends and appropriate “stop transfer”
instructions:

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”),
      OR
      ANY STATE SECURITIES LAWS
      AND
      THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
      EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
      SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
      ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
      (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS
      S
      UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION
      PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT
      TO
      ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
      IN
      EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
      THE
      UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE
      SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
      ACT.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SECURITIES
      EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER
      A
      REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

    


    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
      CONDITIONS CONTAINED IN A SECURITIES ESCROW
      AGREEMENT (THE “AGREEMENT”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED
      OR OTHERWISE DISPOSED DURING THE TERM OF THE ESCROW PERIOD (AS DEFINED IN THE
      AGREEMENT).”

    


    4.2 Subscriber's
      Compliance.
      Nothing
      in this Section 4 shall affect in any way the Subscriber’s obligations and
      agreement to comply with all applicable securities laws upon resale of the
      Warrants, and the Warrant Shares.

    


    4.3 Company’s
      Refusal to Register Transfer of Warrants.
      The
      Company shall refuse to register any transfer of the Warrants and the Warrant
      Shares, not made in accordance with (i) the provisions of Regulation S, (ii)
      pursuant to an effective registration statement filed under the Securities
      Act,
      or (iii) pursuant to an available exemption from the registration requirements
      of the Securities Act.

    


    5. Escrow
      

    


    Upon
      consummation of the IPO, the holders of the Warrants shall enter into a
      securities escrow agreement with American Stock Transfer & Trust Company,
      whereby the Warrants shall be held in escrow until the day after the date of
      the
      consummation of the initial Business Combination. 

    


    6. Waiver
      of Liquidation Distributions

    


    In
      connection with the Warrants purchased pursuant to this Agreement, the
      Subscribers hereby waive any and all right, title, interest or claim of any
      kind
      in or to the Trust Account and any liquidating distributions by the Company
      in
      the event of a liquidation of the Company upon the Company's failure to timely
      complete a Business Combination. For purposes of clarity, in the event the
      Subscribers purchase Ordinary Shares in the IPO or in the aftermarket such
      shares shall be eligible to receive any liquidating distributions by the
      Company.

    


    7. Governing
      Law; Jurisdiction; Waiver of Jury Trial

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. The parties hereto hereby waive any right to a jury trial
      in
      connection with any litigation pursuant to this Agreement and the transactions
      contemplated hereby.

    


    8. Forfeiture
      of Warrants.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    8.1. Failure
      to Consummate Business Combination.
      The
      Warrants shall be forfeited to the Company in the event that the Company does
      not consummate a Business Combination within 24 months from the date of the
      final prospectus relating to the Company’s IPO, or 36 months in the event the
      extended period is approved.

    


    8.2. Termination
      of Rights as holder; Escrow.
      If the
      Warrants are forfeited in accordance with this Section 8, then after such time
      the Subscriber (or successor in interest), shall no longer have any rights
      as a
      holder of such Warrants, and the Company shall take such action as is
      appropriate to cancel such Warrants. To effectuate the foregoing, all
      certificates representing the Warrants shall be held in escrow as provided
      in
      Section 5 hereof. In addition, Subscriber hereby irrevocably grants the Company
      a limited power of attorney for the purpose of effectuating the
      foregoing.

    


    9. Rescission
      Right Waiver and Indemnification.
      

     

    9.1.
       Each
      Subscriber understands and acknowledges an exemption from the registration
      requirements of the Securities Act requires there be no general solicitation
      of
      purchasers of the Warrants. In this regard, if the IPO were deemed to be a
      general solicitation with respect to the Warrants, the offer and sale of such
      Warrants may not be exempt from registration and, if not, each Subscriber may
      have a right to rescind its purchase of the Warrants. In order to facilitate
      the
      completion of the Offering and in order to protect the Company, its shareholders
      and the Trust Account from claims that may adversely affect the Company or
      the
      interests of its shareholders, each Subscriber hereby agrees to waive, to the
      maximum extent permitted by applicable law, any claims, right to sue or rights
      in law or arbitration, as the case may be, to seek rescission of its purchase
      of
      the Warrants. Each Subscriber acknowledges and agrees this waiver is being
      made
      in order to induce the Company to sell the Warrants to such Subscriber. Each
      Subscriber agrees the foregoing waiver of rescission rights shall apply to
      any
      and all known or unknown actions, causes of action, suits, claims or proceedings
      (collectively, “Claims”)
      and
      related losses, costs, penalties, fees, liabilities and damages, whether
      compensatory, consequential or exemplary, and expenses in connection therewith,
      including reasonable attorneys’ and expert witness fees and disbursements and
      all other expenses reasonably incurred in investigating, preparing or defending
      against any Claims, whether pending or threatened, in connection with any
      present or future actual or asserted right to rescind the purchase of the
      Warrants hereunder or relating to the purchase of the Warrants and the
      transactions contemplated hereby. 

     

    9.2. Each
      Subscriber agrees not to seek recourse against the Trust Account for any reason
      whatsoever in connection with its purchase of the Warrants or any Claim that
      may
      arise now or in the future. 

     

    9.3. Each
      Subscriber acknowledges and agrees the shareholders of the Company, Morgan
      Joseph & Co. Inc. and Legend Merchant Group are and shall be third-party
      beneficiaries of the foregoing provisions of this Agreement. 

     

    9.4.
       Each
      Subscriber agrees that to the extent any waiver of rights under this Section
      9
      is ineffective as a matter of law, such Subscriber has offered such waiver
      for
      the benefit of the Company as an equitable right that shall survive any
      statutory disqualification or bar that applies to a legal right. Each Subscriber
      acknowledges the receipt and sufficiency of consideration received from the
      Company hereunder in this regard.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    10. Terms
      of the Warrant

    


    The
      Warrants are substantially identical to the warrants included in the units
      offered in the IPO, except: (i) they
      will not have a claim to the funds held in the trust account, (ii) they
      will be placed in escrow and not released before, except in limited
      circumstances, until after the consummation of a Business Combination as more
      fully described in Section 5, (iii) they are being purchased in a private
      placement pursuant to an exemption from the registration requirements of the
      Securities Act and will become freely tradable only after they are registered
      pursuant to a registration rights agreement to be entered on or before the
      date
      of the final prospectus relating to the Company’s IPO, (iv) they will be
      non-redeemable so long as they are held by
      Subscriber (or any of its permitted assigns),
      (v) they are exercisable (a) on a “cashless” basis if
      held
      by the Subscriber or its permitted assigns
      and (b)
      may not be sold, assigned or transferred until the consummation of a business
      combination, (vi) they will not have rights to any liquidation distribution,
      and
      (vii) may be exercised in the absence of an effective registration statement
      covering the Ordinary Shares underlying the Warrants. In the event the Company
      fails to consummate a business combination the Warrants will expire worthless.
      In
      no
      event will the Company be required to net cash settle the Warrant
      exercise.

    


    11. Assignment;
      Entire Agreement; Amendment

    


    11.1 Assignment.
      Neither
      this Agreement nor any rights hereunder may be assigned by any party to any
      other person other than by Subscriber to a person agreeing to be bound by the
      terms hereof.

    


    11.2 Entire
      Agreement.
      This
      Subscription Agreement and the Warrants set forth the entire agreement and
      understanding between the parties as to the subject matter thereof and merges
      and supersedes all prior discussions, agreements and understandings of any
      and
      every nature among them.

    


    11.3 Amendment.
      Except
      as expressly provided in this Agreement, neither this Agreement nor any term
      hereof may be amended, waived, discharged or terminated other than by a written
      instrument signed by the party against whom enforcement of any such amendment,
      waiver, discharge, or termination is sought.

    


    11.4 Binding
      Upon Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and
      assigns.

    


    12. Notices;
      Indemnity

    


    12.1 Notices.
      Unless
      otherwise provided herein, any notice or other communication to a party
      hereunder shall be sufficiently given if in writing and personally delivered
      or
      sent by facsimile with copy sent in another manner herein provided or sent
      by
      courier (which for all purposes of this Agreement shall include Federal Express
      or other recognized overnight courier) or mailed to said party by certified
      mail, return receipt requested, at its address provided for herein or such
      other
      address as either may designate for itself in such notice to the other and
      communications shall be deemed to have been received when delivered personally,
      on the scheduled arrival date when sent by next day or 2-day courier service,
      or
      if sent by facsimile upon receipt of confirmation of transmittal or, if sent
      by
      mail, then three days after deposit in the mail. If given by electronic
      transmission, such notice shall be deemed to be delivered (a) if by electronic
      mail, when directed to an electronic mail address at which the Subscriber has
      consented to receive notice; (b) if by a posting on an electronic network
      together with separate notice to the Subscriber of such specific posting, upon
      the later of (1) such posting and (2) the giving of such separate notice; and
      (c) if by any other form of electronic transmission, when directed to the
      Subscriber. 

    


    12.2 Indemnification.
      Each
      party shall indemnify the other against any loss, cost or damages (including
      reasonable attorney's fees and expenses) incurred as a result of such party's
      breach of any representation, warranty, covenant or agreement in this
      Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    13. Counterparts

    


    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one instrument.

    


    14. Survival;
      Severability

    


    14.1 Survival.
      The
      representations, warranties, covenants and agreements of the parties hereto
      shall survive the Closing.

    


    14.2 Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision; provided that
      no
      such severability shall be effective if it materially changes the economic
      benefit of this Agreement to any party.

    


    15. Titles
      and Subtitles

    


    The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

     

    [Signature
      page follows]


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    This
      subscription is accepted by the Company on the 26th
      day of
      December, 2007.

    


    


    
      	
               

            	
              INFINITY
                I-CHINA ACQUISITION CORPORATION

            
	
               

               

            	
               

               

            	
               

               

            
	
               

            	
              By:  

            	
              /s/
                Amir Gal-Or 

            
	
               

            	
              
                

              

              Name:
                Amir Gal-Or

            
	
               

            	
              Title:
                Co-Chief Executive Officer, Co-President 

              and
                Co-Chairman

            


    

     

     

    
      	 	SUBSCRIBER:
	 	 	 
	 	INFINITY
              I-CHINA FUND (CAYMAN), L.P.
	 
 	 
 	 
 
	 	By:  	/s/ Amir Gal-Or
	 	
              
                

              

               

            
	 	
              Number
                of
                Warrants: 664,800

            


    

     

    
      
        	 	 	 
	 	INFINITY
                I-CHINA FUND (ISRAEL), L.P.
	 
 	 
 	 
 
	 	By:  	/s/ Amir Gal-Or
	 	
                
                  

                

                 

              
	 	
                
                  Number
                    of
                    Warrants: 454200

                

              


      

      
         

        
          	 	 	 
	 	INFINITY
                  I-CHINA FUND (ISRAEL 2), L.P.
	 
 	 
 	 
 
	 	By:  	/s/ Amir Gal-Or
	 	
                  
                    

                  

                   

                
	 	
                  
                    Number
                      of
                      Warrants: 381,000

                  

                


        

         

        
          
            
            

          

          
            9