Unassociated Document


    
      


      SECURITIES
        ESCROW AGREEMENT

      


      This
        SECURITIES
        ESCROW AGREEMENT,
        dated
        as of
        [                          ],
        2008 (the “Agreement”)
        by and
        among Infinity I-China Acquisition Corp., a company formed under the laws
        of the
        Cayman Islands (the “Company”), the undersigned parties listed as Initial
        Shareholders on the signature page hereto (collectively, the “Initial
        Shareholders”) and American Stock Transfer & Trust Company, a New York
        corporation (the “Escrow
        Agent”).

      


      WHEREAS,
        the
        Company has entered into an Underwriting Agreement, dated
        [                    
], 2008 (“Underwriting
        Agreement”)
        with
        Morgan Joseph & Co. Inc. (“Morgan”)
        and
        Legend Merchant Group (“Legend”)
        acting
        as representatives (collectively, the “Representatives”)
        of the
        several underwriters (collectively, the “Underwriters”),
        pursuant to which, among other matters, the Underwriters have agreed to
        purchase 4,500,000 units (not including the underwriters’ over-allotment
        option; such units, “Units”)
        of the
        Company. Each Unit consists of one ordinary share of the Company, par value
        $.0001 per share (the “Ordinary
        Shares”),
        and
        one warrant (“Warrant”),
        each
        Warrant to purchase one Ordinary Share, all as more fully described in the
        Company’s definitive Prospectus, dated [                        
         ], 2008 (the “Prospectus”)
        comprising part of the Company’s Registration Statement on Form F-1 (File No.
        333-[                   
]) under the Securities Act of 1933, as amended (the “Registration
        Statement”),
        declared effective on
        [                       
], 2008 (the “Effective
        Date”);

      


      WHEREAS,
        the
        Initial Shareholders have agreed, as a condition of the Underwriters’ obligation
        to purchase the Units pursuant to the Underwriting Agreement and to offer
        them
        to the public, to deposit all of their Ordinary Shares, as set forth opposite
        their respective names in Exhibit
        A
        attached
        hereto (collectively the “Escrow
        Shares”),
        in
        escrow as hereinafter provided; 

      


      WHEREAS,
        the
        Company has entered into a Subscription Agreement with certain of the Initial
        Shareholders (the “Initial
        Warrantholders”,
        and
        together with the Initial Shareholders, the “Initial
        Holders”),
        dated
        December 26, 2007 (the “Subscription
        Agreement”),
        pursuant to which the Initial Warrantholders have agreed to purchase 1,500,000
        warrants (the “Private
        Warrants”)
        in a
        private placement transaction pursuant to Regulation S promulgated under
        the
        Securities Act of 1933, as amended;

      


      WHEREAS,
        the
        Initial Warrantholders have agreed as a condition of the sale of the Private
        Warrants to deposit the Private Warrants (together with the Escrow Shares,
        the
“Escrow
        Securities”),
        with
        the Escrow Agent as hereinafter provided; and

      


      WHEREAS,
        the
        Company and the Initial Holders desire that the Escrow Agent accept the Escrow
        Securities, in escrow, to be held and disbursed as hereinafter
        provided.

      


      NOW,
        THEREFORE,
        in
        consideration of the foregoing and the agreements and covenants herein
        contained, and intending to be legally bound, the parties hereto agree as
        follows:

      


      1. Appointment
        of Escrow Agent.
        The
        Company and the Initial Holders hereby appoint the Escrow Agent to act in
        accordance with and subject to the terms of this Agreement and the Escrow
        Agent
        hereby accepts such appointment and agrees to act in accordance with and
        subject
        to such terms.

      


      2. Deposit
        of Escrow Securities.
        On or
        before the Effective Date, each of the Initial Holders shall deliver to the
        Escrow Agent certificates representing his, her or its respective Escrow
        Securities, to be held and disbursed subject to the terms and conditions
        of this
        Agreement. Each Initial Holder acknowledges and agrees that the certificates
        representing his or her Escrow Securities will bear a legend to reflect the
        deposit of such Escrow Securities under this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3. Disbursement
        of the Escrow Securities.
        

      


      3.1 The
        Escrow Agent shall hold the Escrow Shares and the Private Warrants until
        the
        termination of their respective Escrow Period (as defined below). In the
        case of
        the Escrow Shares, the “Escrow
        Period”
shall
        be the period beginning on the date the certificates representing the Shares
        are
        deposited with the Escrow Agent and ending on the date that is the earlier
        of
        twelve (12) months following the consummation of the initial Business
        Combination (as such term is defined in the Registration Statement) or three
        (3)
        years from the Effective Date. In the case of the Private Warrants, the “Escrow
        Period” shall be the period beginning on the date the certificates representing
        the Private Warrants are deposited with the Escrow Agent and ending on the
        day
        after the date of the consummation of the initial Business Combination. On
        the
        termination date of the applicable Escrow Period, the Escrow Agent shall,
        upon
        receiving written instructions from a duly authorized officer of the Company,
        disburse each of the Initial Holders’ Escrow Securities to such Initial Holder;
provided,
        however,
        that if
        the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
        that
        the Company is being liquidated at any time during the Escrow Period, then
        the
        Escrow Agent shall promptly destroy the certificates representing the Escrow
        Securities; and,
        provided further,
        that
        if, after the Company consummates its initial Business Combination,
        it (or
        the surviving entity) subsequently consummates a liquidation, merger, stock
        exchange or other similar transaction which results in all of its shareholders
        of such entity having the right to exchange their Ordinary Shares for cash,
        securities or other property, then the Escrow Agent will, upon receipt of
        a
        notice, executed by the Chairman, Chief Executive Officer or Chief Financial
        Officer of the Company, in form reasonably acceptable to the Escrow Agent,
        certifying that such transaction is then being consummated, release the Escrow
        Securities to the Initial Holders so that they can similarly participate.
        The
        Escrow Agent shall have no further duties hereunder after the disbursement
        or
        destruction of the Escrow Securities in accordance with this Section
        3.

      


      4. Rights
        of Initial Holders in Escrow Securities.

      


      4.1 Voting
        Rights as a Shareholder.
        Subject
        to the terms of the Insider Letters described in Section 4.4 hereof and except
        as herein provided, the Initial Shareholders shall retain all of their rights
        as
        shareholders of the Company with respect to the Escrow Shares during the
        Escrow
        Period, including, without limitation, the right to vote such
        shares.

      


      4.2 Dividends
        and Other Distributions in Respect of the Escrow Securities.
        During
        the Escrow Period, all dividends payable in cash with respect to the Escrow
        Securities shall be paid to the Initial Shareholders, but all dividends payable
        in stock or other non-cash property (“Non-Cash
        Dividends”)
        shall
        be delivered to the Escrow Agent to hold in accordance with the terms hereof.
        As
        used herein, the term “Escrow Securities” shall be deemed to include the
        Non-Cash Dividends distributed thereon, if any.

      


      4.3 Restrictions
        on Transfer.
        During
        the Escrow Period, no sale, transfer or other disposition may be made of
        any or
        all of the Escrow Securities except: (i) by transfer to the partners of the
        Initial Holders or to employees, agents or consultants of an Initial Holder
        or
        any of its affiliates; (ii) by gift to an immediate family member of the
        Initial
        Holders’ partners or to a trust, the beneficiary of which is a partner of the
        Initial Holders or a member of the immediate family of the Initial Holders’
partners, (iii) by virtue of the laws of descent and distribution upon death
        of
        any partners of any Initial Holders, (iv) pursuant to a qualified domestic
        relations order, (v) in the event of the Company’s liquidation prior to
        completion of its initial Business Combination or (vi) in the event of the
        Company’s consummation of a liquidation, merger, stock exchange or other similar
        transaction which results in all Company shareholders having the right to
        exchange their Ordinary Shares for cash, securities or other property subsequent
        to consummation of the initial Business Combination; provided, however, such
        permitted transfers may be implemented only upon the respective transferee’s
        written agreement to be bound by the terms and conditions of this Agreement
        and
        of the Insider Letter signed by the Initial Holder transferring the Escrow
        Securities. During the Escrow Period, the Initial Holders shall not pledge
        or
        grant a security interest in the Escrow Securities or grant a security interest
        in their rights under this Agreement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      4.4 Insider
        Letters.
        Each of
        the Initial Holders has executed a letter agreement with the Representatives
        and
        the Company, dated as of the Effective Date, and which is filed as an exhibit
        to
        the Registration Statement (“Insider
        Letter”),
        respecting the rights and obligations of such Initial Holder in certain events,
        including, but not limited to, the liquidation of the Company.

      


      5. Concerning
        the Escrow Agent.

      


      5.1 Good
        Faith Reliance.
        The
        Escrow Agent shall not be liable for any action taken or omitted by it in
        good
        faith and in the exercise of its own best judgment, and may rely conclusively
        and shall be protected in acting upon any order, notice, demand, certificate,
        opinion or advice of counsel (including counsel chosen by the Escrow Agent),
        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 Escrow Agent to be genuine and to be signed or presented
        by the
        proper person or persons. The Escrow Agent shall not be bound by any notice
        or
        demand, or any waiver, modification, termination or rescission of this Agreement
        unless evidenced by a writing delivered to the Escrow Agent signed by the
        proper
        party or parties and, if the duties or rights of the Escrow Agent are affected,
        unless it shall have given its prior written consent thereto.

      


      5.2 Indemnification.
        The
        Escrow Agent shall be indemnified and held harmless by the Company from and
        against any expenses, including reasonable counsel fees and disbursements,
        or
        loss suffered by the Escrow Agent in connection with any action, suit or
        other
        proceeding involving any claim which in any way, directly or indirectly,
        arises
        out of or relates to this Agreement, the services of the Escrow Agent hereunder,
        or the Escrow Securities held by it hereunder, other than expenses or losses
        arising from the gross negligence or willful misconduct of the Escrow Agent.
        Promptly after the receipt by the Escrow Agent of notice of any demand or
        claim
        or the commencement of any action, suit or proceeding, the Escrow Agent shall
        notify the other parties hereto in writing. In the event of the receipt of
        such
        notice, the Escrow Agent, in its sole discretion, may commence an action
        in the
        nature of interpleader in an appropriate court to determine ownership or
        disposition of the Escrow Securities or it may deposit the Escrow Securities
        with the clerk of any appropriate court or it may retain the Escrow Securities
        pending receipt of a final, non appealable order of a court having jurisdiction
        over all of the parties hereto directing to whom and under what circumstances
        the Escrow Securities are to be disbursed and delivered. The provisions of
        this
        Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged
        pursuant to Sections 5.5 or 5.6 below.

      


      5.3 Compensation.
        The
        Escrow Agent shall be entitled to reasonable compensation from the Company
        for
        all services rendered by it hereunder, as set forth on Exhibit B
        hereto.
        The Escrow Agent shall also be entitled to reimbursement from the Company
        for
        all expenses paid or incurred by it in the administration of its duties
        hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
        and disbursements and all taxes or other governmental charges.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      5.4 Further
        Assurances.
        From
        time to time on and after the date hereof, the Company and the Initial Holders
        shall deliver or cause to be delivered to the Escrow Agent such further
        documents and instruments and shall do or cause to be done such further acts
        as
        the Escrow Agent shall reasonably request to carry out more effectively the
        provisions and purposes of this Agreement, to evidence compliance herewith
        or to
        assure itself that it is protected in acting hereunder.

      


      5.5 Resignation.
        The
        Escrow Agent may resign at any time and be discharged from its duties as
        escrow
        agent hereunder by its giving the other parties hereto written notice and
        such
        resignation shall become effective as hereinafter provided. Such resignation
        shall become effective at such time that the Escrow Agent shall turn over
        to a
        successor escrow agent appointed by the Company and approved by the
        Representatives, the Escrow Securities held hereunder. If no new escrow agent
        is
        so appointed within the 60 day period following the giving of such notice
        of
        resignation, the Escrow Agent may deposit the Escrow Securities with any
        court
        it deems appropriate.

      


      5.6 Discharge
        of Escrow Agent.
        The
        Escrow Agent shall resign and be discharged from its duties as escrow agent
        hereunder if so requested in writing at any time by the other parties hereto,
        jointly, provided, however, that such resignation shall become effective
        only
        upon acceptance of appointment by a successor escrow agent as provided in
        Section 5.5.

      


      5.7 Liability.
        Notwithstanding anything herein to the contrary, the Escrow Agent shall not
        be
        relieved from liability hereunder for its own gross negligence or its own
        willful misconduct.

      


      6. Miscellaneous.

      


      6.1 Governing
        Law.
        This
        Agreement shall for all purposes be deemed to be made under and shall be
        construed in accordance with the laws of the State of New York. Each of the
        parties hereby agrees that any action, proceeding or claim against it arising
        out of or relating in any way to this Agreement shall be brought and enforced
        in
        the courts of the State of New York or the United States District Court for
        the
        Southern District of New York, and irrevocably submits to such jurisdiction,
        which jurisdiction shall be exclusive. Each of the parties hereby waives
        any
        objection to such exclusive jurisdiction and that such courts represent an
        inconvenient forum.

      


      6.2 Third
        Party Beneficiaries.
        Each of
        the Initial Holders hereby acknowledges that the Underwriters, including,
        without limitation, the Representatives, are third party beneficiaries of
        this
        Agreement and this Agreement may not be modified or changed without the prior
        written consent of the Representatives.

      


      6.3 Entire
        Agreement.
        This
        Agreement contains the entire agreement of the parties hereto with respect
        to
        the subject matter hereof and, except as expressly provided herein, may not
        be
        changed or modified except by an instrument in writing signed by the party
        to
        the charged.

       

      6.4 Headings.
        The
        headings contained in this Agreement are for reference purposes only and
        shall
        not affect in any way the meaning or interpretation thereof.

      


      6.5 Binding
        Effect.
        This
        Agreement shall be binding upon and inure to the benefit of the respective
        parties hereto and their legal representatives, successors and
        assigns.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      6.6 Notices.
        Any
        notice or other communication required or which may be given hereunder shall
        be
        in writing and either be delivered personally or by private national courier
        service, or be mailed, certified or registered mail, return receipt requested,
        postage prepaid, and shall be deemed given when so delivered personally or,
        if
        sent by private national courier service, on the next business day after
        delivery to the courier, or, if mailed, two business days after the date
        of
        mailing, as follows:

      


      If
        to the
        Company, to:

      


      Unit
        5707, The Center

      99
        Queen’s Road Central

      Hong
        Kong


      Tel:
        +852-21693117

      Fax:
        +[                      
 ]

      Attn:
        Robert Barasch 

      


      If
        to a
        Shareholder, to his address set forth in Exhibit
        A.

      


      and
        if to
        the Escrow Agent, to:

      


      American
        Stock Transfer & Trust Company

      59
        Maiden
        Lane, Plaza Level

      New
        York,
        New York 10038

      Attn:
        [                             
]

      Fax
        No.:
        [                            
]

      


      A
        copy of
        any notice sent hereunder shall be sent to:

      


      Ellenoff,
        Grossman & Schole LLP

      370
        Lexington Avenue

      New
        York,
        New York 10017

      Attn:
        Stuart Neuhauser, Esq.

      Fax
        No:
        (212) 370-7889

      


      and:

      


      Morgan
        Joseph & Co. Inc.

      600
        Fifth
        Avenue

      New
        York,
        NY 10020

      Attn:
        Tina Pappas

      Fax
        No.:
        (212) 218-3760

      


      and:

      


      Legend
        Merchant Group

      30
        Broad
        Street

      38th
        Floor

      New
        York,
        NY 10004

      Attn:
        Samuel Ottensoser

      Fax
        No:
        (212) 809-5567

       

      and:

      


      Mitchell
        S. Nussbaum, Esq.

      Loeb
        & Loeb LLP

      345
        Park
        Avenue

      New
        York,
        New York 10154

      (212)
        407-4000

      Fax
        No:
        (212) 407-4990

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      The
        parties may change the persons and addresses to which the notices or other
        communications are to be sent by giving written notice to any such change
        in the
        manner provided herein for giving notice.

      


      6.7 Liquidation
        of Company.
        The
        Company shall give the Escrow Agent written notification of the liquidation
        and
        dissolution of the Company in the event that the Company fails to consummate
        a
        Business Combination within the time period(s) specified in the
        Prospectus.

      


      6.8 Waiver.
        Notwithstanding anything herein to the contrary, the Escrow Agent hereby
        waives
        any and all right, title, interest or claim of any kind (“Claim”)
        in or
        to any distribution of the Trust Account, and hereby agrees not to seek
        recourse, reimbursement, payment or satisfaction for any Claim against the
        Trust
        Account for any reason whatsoever.

      


      6.9 Counterparts.
        This
        Agreement may be executed in several counterparts each one of which shall
        constitute an original and may be delivered by facsimile transmission and
        together shall constitute one instrument.

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
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      WITNESS
        the execution of this Securities Escrow Agreement as of the date first above
        written.

      

        	 	 	 
	 	INFINITY
                I-CHINA ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

              
	 	
                Title:

              


      

      

        	 	 	 
	 	AMERICAN
                STOCK TRANSFER & TRUST COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

              
	 	
                Title:

              


      

      
         

        

          	 	
                  INITIAL
                    HOLDERS:

                
	 	 	 
	 	Infinity
                  I-China Fund (Cayman), L.P.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:

                
	 	Title:
	 	
                  Address:

                


        

        

          	 	 	 
	 	Infinity
                  I-China Fund (Israel), L.P. 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:

                
	 	Title:
	 	
                  Address:

                


        

        
          
            
              
                

                  	 	 	 
	 	Infinity
                          I-China Fund (Israel 2), L.P.
	 
 	 
 	 
 
	 	By:  	 
	 	
                          

                          Name:

                        
	 	Title:
	 	
                          Address:

                        


                

                 

              

            

          

        

      

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      
        	
                 

                Investor

              	
                Investors
                  Address

                and
                  Facsimile Number

              
	 	 
	
                Name:
                  Infinity
                  I-China Fund (Cayman), L.P.

                Number
                  of Shares: 573,325 

                Number
                  of Warrants: [664,800]

              	
                 

                 

                Attn:
                  

                Facsimile
                  Number: 

              
	 	 
	
                Name:
                  Infinity
                  I-China Fund (Israel), L.P.

                Number
                  of Shares: 391,812

                Number
                  of Warrants: [454,200]

              	
                 

                 

                Attn:
                  

                Facsimile
                  Number: 

              
	 	 
	
                Name:
                  Infinity I-China Fund (Israel 2), L.P.

                Number
                  of Shares: 328,613

                Number
                  of Warrants: [381,000]

              	
                 

                 

                Attn:
                  

                Facsimile
                  Number: 

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

      


      Escrow
        Agent Fees

      


      $[        
        ] annual escrow agent fee.

      


      Initial
        acceptance fee and first year agent fee to be paid at closing.

      


      
        
          
          

        

        
          9