Unassociated Document


    WARRANT
      AGREEMENT

    


    


    This
      WARRANT
      AGREEMENT
      (this
“Agreement”)
      is
      made as of [ ], 2008, by and between Infinity I-China Acquisition Corporation,
      a
      company formed under the laws of the Cayman Islands having its principal place
      of business at Unit 5707, The Center, 99 Queen’s Road Central, Hong Kong
      (“Company”)
      and
      American Stock Transfer & Trust Company, a New York corporation with offices
      at 59 Maiden Lane, Plaza Level, New York, New York 10038 (the “Warrant
      Agent”).
      

    


    WHEREAS,
      the
      Company is engaged in a public offering (the “Public
      Offering”)
      of
      Units (“Units”)
      and,
      in connection therewith, has determined to issue and deliver up to (i) 4,500,000
      Warrants (the “Public
      Warrants”)
      to the
      public investors, each of such Public Warrants evidencing the right of the
      holder thereof to purchase one ordinary share, par value $.0001 per share,
      of
      the Company (“Ordinary
      Shares”)
      for
      $6.00, subject to adjustment as described herein, (ii) 450,000 Warrants included
      as part of a unit purchase option issued to Morgan Joseph & Co. Inc.
      (“Morgan
      Joseph”)
      and
      Legend Merchant Group (“Legend”,
      and
      together with Morgan Joseph the “Representatives”)
      as
      representatives of the underwriters (the “Underwriters”)
      or
      their designees (the “Underwriter’s
      Warrants”),
      with
      each of such Underwriter’s Warrants evidencing the right of the holder thereof
      to purchase one Ordinary Share for $6.60, subject to adjustment as described
      herein and (iii) a 30 day option to purchase up to 675,000 additional units
      (over and above the 4,500,000 units referred to above) solely to cover
      over-allotment, if any (“Over-allotment
      Option”);

    


    WHEREAS,
      immediately prior to the completion of the Public Offering, the Company shall
      sell and issue 1,500,000 Company warrants in a private placement under
      Regulation S of the Securities Act of 1933, as amended (the “Private
      Warrants”),
      pursuant to certain subscription agreements dated December 26, 2007 (the
“Subscription
      Agreement”),
      each
      of such Private Warrants evidencing the right of the holder thereof (the
“Initial
      Purchasers”)
      to
      purchase one Ordinary Share for $6.00 (the Public Warrants, the Underwriter’s
      Warrants and the Private Warrants are collectively referred to herein as the
      “Warrants”);
      

    


    WHEREAS,
      the
      Company has filed with the Securities and Exchange Commission (the “SEC”)
      a
      Registration Statement, No. 333-[ ] on Form F-1 (“Registration
      Statement”)
      for
      the registration under the Securities Act of 1933, as amended (“Act”)
      of,
      among other securities, the Public Warrants, the Underwriter’s Warrants and the
      Ordinary Shares issuable upon exercise of each of the Public Warrants and the
      Underwriter’s Warrants; 

    


    WHEREAS,
      the
      Company desires the Warrant Agent to act on behalf of the Company, and the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      

    


    WHEREAS,
      the
      Company desires to provide for the form and provisions of the Warrants, the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent and
      the
      holders of the Warrants; and

    


    WHEREAS,
      all
      acts and things have been done and performed which are necessary to make the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

    


    1. Appointment
      of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
      agent for the Company for the Warrants, and the Warrant Agent hereby accepts
      such appointment and agrees to perform the same in accordance with the terms
      and
      conditions set forth in this Agreement.

    


    2. Warrants.

    


    2.1 Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only. The Public Warrants and the
      Underwriter’s Warrants shall be in substantially the form of Exhibit
      A
      hereto
      and the Private Warrants shall be in substantially the form of Exhibit
      B
      hereto,
      the provisions of each of which are incorporated herein, and shall be signed
      by,
      or bear the facsimile signature of, the Chief Executive Officer or President
      and
      Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the
      Company and shall bear a facsimile of the Company’s seal. In the event the
      person whose facsimile signature has been placed upon any Warrant shall have
      ceased to serve in the capacity in which such person signed the Warrant before
      such Warrant is issued, it may be issued with the same effect as if he or she
      had not ceased to be such at the date of issuance.

    


    2.2 Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

    


    2.3 Registration.

    


    2.3.1 Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant
      Register”)
      for
      the registration of original issuance and the registration of transfer of the
      Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
      issue and register the Warrants in the names of the respective holders thereof
      in such denominations and otherwise in accordance with instructions delivered
      to
      the Warrant Agent by the Company.

    


    2.3.2 Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (“Registered
      Holder”),
      as
      the absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the Warrant
      Certificate made by anyone other than the Company or the Warrant Agent), for
      the
      purpose of any exercise thereof, and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

    


    2.4 Detachability
      of Public Warrants.
      The
      securities comprising the Units will begin to trade separately on
      the
      10th
      business
      day (or as soon as practicable thereafter) following the earlier of (i) the
      expiration or termination of the underwriters’ over-allotment option or (ii) its
      exercise in full (the
      “Detachment
      Date”),
      provided
      that in no event will the Representatives allow the separate trading of the
      securities comprising the Units until (i) the Company files with the SEC a
      Current Report on Form 6-K or similar form, which includes an audited balance
      sheet reflecting the receipt by the Company of the gross proceeds of the sale
      of
      the Private Warrants and Public Offering, including the proceeds received by
      the
      Company from the exercise of the Underwriters' Over-allotment Option, (ii)
      the
      Company issues a press release and files with the SEC a Current Report on Form
      6-K or similar form announcing when such separate trading will begin and (iii)
      the Underwriters’ Over-allotment Option has either expired or been exercised in
      full. Following the date that the Ordinary Shares and Warrants are eligible
      to
      trade separately, the Units will continue to be listed for trading, and any
      holder of Units may elect to break apart a Unit and trade the Ordinary Shares
      or
      Warrants separately or as a Unit. Unitholders will have the ability to trade
      Ordinary Shares or Warrants as Units until such time as the Warrants expire
      or
      are redeemed. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3. Terms
      and Exercise of Warrants.

    


    3.1 Warrant
      Price.
      Each
      Public Warrant and each Private Warrant shall, when countersigned by the Warrant
      Agent, entitle the registered holder thereof, subject to the provisions of
      such
      Warrant and this Warrant Agreement, to purchase from the Company the number
      of
      Ordinary Shares stated therein, at the price of $6.00 per whole share, subject
      to the adjustments provided in this Section 3.1 and Section 4 hereof. Each
      Underwriter Warrant shall, when countersigned by the Warrant Agent, entitle
      the
      registered holder thereof, subject to the provisions of such Warrant and this
      Warrant Agreement, to purchase from the Company the number of Ordinary Shares
      stated therein, at the price of $6.60 per whole share, subject to the
      adjustments provided in this Section 3.1 and Section 4 hereof. The term “Warrant
      Price” as used in this Warrant Agreement refers to the price per share at which
      Ordinary Shares may be purchased at the time a Warrant is exercised. The Company
      in its sole discretion may lower the Warrant Price at any time prior to the
      Expiration Date for a period of not less than twenty business days, provided
      that any such reduction shall be identical among all of the
      Warrants.

    


    3.2 Duration
      of Warrants.

    


    3.2.1 Exercise
      Period.
      The
      Public Warrants and Underwriter’s Warrants may be exercised only during the
      period commencing on the later of: (i) the consummation by the Company of a
      business combination (as described more fully in the Registration Statement,
      “Business
      Combination”),
      or
      (ii) [ , 2009] [one year from the date of the filing of the Registration
      Statement], and will expire on [ ], 2012 (four years after the date of the
      filing of the Registration Statement), or earlier upon redemption as provided
      in
      Section 6 of this Agreement, and accordingly, will only be exercised after
      the
      trust account has been terminated and distributed. Notwithstanding the
      foregoing, no Public Warrant or or Underwriter’s Warrant shall be exercisable
      unless, at the time of exercise, a registration statement relating to the
      Ordinary Shares issuable upon the exercise of such Public Warrant or
      Underwriter’s Warrant is effective and current and a prospectus is available for
      use by the holders thereof and the Ordinary Shares have been qualified or deemed
      to be exempt under the securities laws of the state of residence of the holder
      of such Public Warrants or Underwriter’s Warrants.

    


    3.2.2 Private
      Warrants.
      A
      Private Warrant may be exercised only during the period commencing on the later
      of: (i) the consummation of a Business Combination by the Company or (ii) [
      ],
      2009, and terminating at 5:00 p.m., New York City time on the earlier to occur
      of (x) [ ], 2012 or (y) the date fixed for redemption of the Warrants as
      provided in Section 6 of this Agreement. The Private Warrants are not subject
      to
      redemption so long as they are held by the Initial Purchaser or its permitted
      designees. The Private Warrants may not be sold, assigned or transferred until
      after the day following consummation of a Business Combination.

    


    3.2.3 General.
      The
      period during which a Warrant may be exercised shall be deemed the “Exercise
      Period”
and
      the
      termination of such Exercise Period shall be deemed the “Expiration
      Date”.
      Except
      with respect to the right to receive the Redemption Price (as set forth in
      Section 6 hereunder), each Warrant not exercised on or before the Expiration
      Date shall become void, and all rights thereunder and all rights in respect
      thereof under this Agreement shall cease at the close of business on the
      Expiration Date. The Company in its sole discretion may extend the duration
      of
      the Warrants by delaying the Expiration Date; provided, however, the Company
      will provide notice to registered holders of the Warrants of such extension
      of
      not less than 20 days and, further provided that any such extension shall be
      identical in duration among all of the Warrants. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    3.3 Exercise
      of Warrants.

    


    3.3.1 Payment.
      Subject
      to the provisions of the Warrants and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, as set forth in the Warrant, duly
      executed by paying in full, in lawful money of the United States, in cash,
      good certified check or good bank draft payable to the order of the Company,
      the
      Warrant Price for each full Ordinary Share as to which the Warrant is exercised
      and any and all applicable taxes due in connection with the exercise of the
      Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance
      of
      such Ordinary Shares. 

    


    3.3.2 Cashless
      Exercise of Private Warrant.
      Notwithstanding anything contained herein to the contrary, the Private Warrants
      may, at any time, provided that at the time of exercise they are held by the
      original purchaser thereof or any of their permitted assigns, be exercised
      by
      surrendering such Private Warrants for that number of Ordinary Shares equal
      to
      the quotient obtained by dividing (x) the product of the number of Ordinary
      Shares underlying the Warrant, multiplied by the difference between the Warrant
      Price and the “FMV” (defined below) by (y) the FMV. The “FMV”
shall
      mean the average reported last sale price of the Ordinary Shares for the 10
      trading days ending on the third business day prior to the date on which notice
      of exercise is received by the Company. 

    


    3.3.3 Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the registered
      holder of such Warrant a certificate or certificates for the number of full
      Ordinary Shares to which he, she or it is entitled, registered in such name
      or
      names as may be directed by him, her or it, and if such Warrant shall not have
      been exercised in full, a new countersigned Warrant for the number of shares
      as
      to which such Warrant shall not have been exercised. Notwithstanding the
      foregoing, the Company shall not be obligated to deliver any securities pursuant
      to the exercise of a Warrant unless: (i) a registration statement under the
      Act
      with respect to the Ordinary Shares issuable upon such exercise is effective
      or
      (ii) in the opinion of counsel to the Company, the exercise of the Warrants
      is
      exempt from the registration requirements of the Act and such securities are
      qualified for sale or exempt from qualification under applicable securities
      laws
      of the states or other jurisdictions in which the registered holders reside.
      Warrants may not be exercised by, or securities issued to, any registered holder
      in any state in which such exercise or issuance would be unlawful. In no event
      will the Company be required to provide the registered holder of a warrant
      with
      a net-cash settlement or other consideration in lieu of physical settlement
      in
      Ordinary Shares, regardless of whether the Ordinary Shares underlying the
      Warrants is registered pursuant to an effective registration statement.
      Accordingly, the Warrants may expire unexercised and worthless if a current
      registration statement covering the Ordinary Shares is not
      effective.

    


    3.3.4 Valid
      Issuance.
      All
      Ordinary Shares issued upon the proper exercise of a Warrant in conformity
      with
      this Agreement shall be validly issued, fully paid and
      nonassessable.

    


    3.3.5 Date
      of Issuance.
      Each
      person in whose name any such certificate for Ordinary Shares is issued shall
      for all purposes be deemed to have become the holder of record of such shares
      on
      the date on which the Warrant was surrendered and payment of the Warrant Price
      was made, irrespective of the date of delivery of such certificate, except
      that,
      if the date of such surrender and payment is a date when the share transfer
      books of the Company are closed, such person shall be deemed to have become
      the
      holder of such shares at the close of business on the next succeeding date
      on
      which the share transfer books are open.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Adjustments.

    


    4.1 Share
      Dividends - Split Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding Ordinary Shares is increased by a share dividend payable
      in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event,
      then, on the effective date of such share dividend, split up or similar event,
      the number of Ordinary Shares issuable on exercise of each Warrant shall be
      increased in proportion to such increase in outstanding Ordinary
      Shares.

    


    4.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the number
      of outstanding Ordinary Shares is decreased by a consolidation, combination,
      reverse stock split or reclassification of Ordinary Shares or other similar
      event, then, on the effective date of such consolidation, combination, reverse
      stock split, reclassification or similar event, the number of Ordinary Shares
      issuable on exercise of each Warrant shall be decreased in proportion to such
      decrease in outstanding Ordinary Shares.

    


    4.3 Adjustments
      in Exercise Price.
      Whenever the number of Ordinary Shares purchasable upon the exercise of the
      Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of Ordinary Shares purchasable upon the exercise of the
      Warrants immediately prior to such adjustment, and (y) the denominator of which
      shall be the number of Ordinary Shares so purchasable immediately
      thereafter.

    


    4.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding Ordinary Shares
      (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
      the par value of such Ordinary Shares), or in the case of any merger or
      consolidation of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the continuing corporation
      and
      that does not result in any reclassification or reorganization of the
      outstanding Ordinary Shares), or in the case of any sale or conveyance to
      another corporation or entity of the assets or other property of the Company
      as
      an entirety or substantially as an entirety in connection with which the Company
      is dissolved, the Warrant holders shall thereafter have the right to purchase
      and receive, upon the basis and upon the terms and conditions specified in
      the
      Warrants and in lieu of the Ordinary Shares of the Company immediately
      theretofore purchasable and receivable upon the exercise of the rights
      represented thereby, the kind and amount of Ordinary Shares or other securities
      or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in Ordinary
      Shares covered by Section 4.1 or 4.2, then such adjustment shall be made
      pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of
      this Section 4.4 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.

    


    4.5 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable on
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to the Warrant holder, at the last address set forth for such holder
      in
      the Warrant Register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.6 No
      Fractional Shares.
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the
      holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to
      receive a fractional interest in a share, the Company shall, upon such exercise,
      round up to the nearest whole number the number of the Ordinary Shares to be
      issued to the Warrant holder.

    


    4.7 Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of shares as is stated in the Warrants initially
      issued pursuant to this Agreement. However, the Company may at any time in
      its
      sole discretion make any change in the form of Warrant that the Company may
      deem
      appropriate and that does not affect the substance thereof, and any Warrant
      thereafter issued or countersigned, whether in exchange or substitution for
      an
      outstanding Warrant or otherwise, may be in the form as so changed.

    


    5. Transfer
      and Exchange of Warrants.

    


    5.1 Transfer
      of Warrants.
      Prior
      to the Detachment Date, the Public Warrants may be transferred or exchanged
      only
      together with the Unit in which such Warrant is included, and only for the
      purpose of effecting, or in conjunction with, a transfer or exchange of such
      Unit. Furthermore, each transfer of a Unit on the register relating to such
      Units shall operate also to transfer the Warrants included in such Unit. From
      and after the Detachment Date this Section 5.1 will have no further force and
      effect.

    


    5.2 Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon
      request.

    


    5.3 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the registered holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided, however, in the event a Warrant surrendered for transfer
      bears a restrictive legend, the Warrant Agent shall not cancel such Warrant
      and
      issue new Warrants in exchange therefor until the Warrant Agent has received
      an
      opinion of counsel for the Company stating such transfer may be made and
      indicating whether the new Warrants must also bear a restrictive
      legend.

    


    5.4 Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

    


    5.5 Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

    


    5.6 Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.7 Private
      Warrants.
      Notwithstanding anything herein to the contrary, the Warrant Agent shall not
      register for transfer any Private Warrants until after the consummation of
      a
      Business Combination, except: (i) by transfer to the partners of an Initial
      Purchaser or to employees, agents or consultants of an Initial Purchaser or
      any
      of its affiliates; (ii) by gift to an immediate family member of the Initial
      Purchasers’ partners or to a trust, the beneficiary of which is a partner of the
      Initial Purchasers or a member of the immediate family of the Initial
      Purchasers’ partners, (iii) by virtue of the laws of descent and distribution
      upon death of any partners of any Initial Purchaser, (iv) pursuant to a
      qualified domestic relations order, (v) in the event of the Company’s
      liquidation prior to completion of its Business Combination or (vi) in the
      event
      of 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 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 Purchaser transferring the Escrow
      Securities

    


    6. Redemption.

    


    6.1 Redemption.
      Not
      less than all of the outstanding Public Warrants and Underwriter’s Warrants may
      be redeemed, at the option of the Company, at any time after they become
      exercisable and prior to their expiration, at the office of the Warrant Agent,
      upon the notice referred to in Section 6.3, at the price of $.01 per Warrant
      (“Redemption
      Price”),
      provided that the last sales price of the Ordinary Shares has been equal to
      or
      greater than $11.50 per share, on each of twenty (20) trading days within any
      thirty (30) trading day period ending on the third business day prior to the
      date on which notice of redemption is given. Notwithstanding the foregoing,
      the
      Registration Statement must be current in order for the Company to exercise
      its
      redemption rights pursuant to this Section 6. The provisions of this Section
      6.1
      may not be modified, amended or deleted without the prior written consent of
      the
      Representatives. Notwithstanding the foregoing, the Private Warrants are not
      subject to this Section 6.1 provided they are held by the initial purchasers
      thereof, or their permitted assignees or designees.

    


    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption. Notice of redemption shall be mailed by first
      class mail, postage prepaid, by the Company not less than 30 days prior to
      the
      date fixed for redemption to the registered holders of the Warrants to be
      redeemed at their last addresses as they shall appear on the Warrant Register.
      Any notice mailed in the manner herein provided shall be conclusively presumed
      to have been duly given whether or not the registered holder received such
      notice.

    


    6.3 Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Warrant Agreement
      at any time after notice of redemption shall have been given by the Company
      pursuant to Section 6.2 hereof and prior to the time and date fixed for
      redemption. On and after the redemption date, the record holder of the Warrants
      shall have no further rights except to receive, upon surrender of the Warrants,
      the Redemption Price.

    


    6.4 Outstanding
      Warrants Only.
      The
      Company understands the redemption rights provided for by this Section 6 apply
      only to outstanding Public Warrants and Underwriter’s Warrants. To the extent a
      person holds rights to purchase such Warrants, such purchase rights shall not
      be
      extinguished by redemption. However, once such purchase rights are exercised,
      the Company may redeem the Warrants issued upon such exercise provided that
      the
      criteria for redemption are met, including the opportunity of the Warrant holder
      to exercise prior to redemption pursuant to Section 6.3. The provisions of
      this
      Section 6.4 may not be modified, amended or deleted without the prior written
      consent of the Representatives.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.5 Exclusion
      of Private Warrants.
      The
      Company understands that the redemption rights provided for by this Section
      6 do
      not apply to the Private Warrants if at the time of redemption such warrants
      continue to be held by the Initial Purchaser or its permitted assigns. However,
      once such Private Warrants are transferred other than to any permitted assign,
      the Company may redeem the Private Warrants, provided that the criteria for
      redemption are met, including the opportunity of the Warrant holder to exercise
      prior to redemption pursuant to Section 6.3.

    


    7. Other
      Provisions Relating to Rights of Holders of Warrants.

    


    7.1 No
      Rights as Shareholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      shareholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as shareholders in respect of the meetings of
      shareholders or the election of directors of the Company or any other
      matter.

    


    7.2 Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone.

    


    7.3 Reservation
      of Ordinary Shares.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued Ordinary Shares sufficient to permit the exercise in full of all
      outstanding Warrants issued pursuant to this Warrant Agreement.

    


    7.4 Registration
      of Ordinary Shares.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      use its reasonable best efforts to file with the SEC a post-effective amendment
      to the Registration Statement, or a new registration statement, for the
      registration, under the Act, of the Ordinary Shares issuable upon exercise
      of
      the Warrants, and it shall take such reasonable action as is necessary to
      qualify for sale, in those states in which the Warrants were initially offered
      by the Company, the Ordinary Shares issuable upon exercise of the Warrants.
      In
      either case, the Company will use its best efforts to cause the same to become
      effective on or prior to the commencement of the Exercise Period and to use
      its
      best efforts to maintain the effectiveness of such registration statement until
      the expiration of the Warrants in accordance with the provisions of this Warrant
      Agreement; provided, however, the Company shall not be obligated to deliver
      Ordinary Shares and shall not have penalties for failure to deliver Ordinary
      Shares if a registration statement is not effective at the time of exercise
      by
      the holder. In addition, the Company agrees to use its reasonable efforts to
      register such securities under the blue sky laws of the states of residence
      of
      the exercising warrant holders to the extent an exemption is not available.
      The
      provisions of this Section 7.4 may not be modified, amended or deleted without
      the prior written consent of the Representatives. Notwithstanding the foregoing,
      a Warrant can expire unexercised regardless of whether a registration statement
      is current under the Act with respect to the Ordinary Shares issuable upon
      exercise of the Warrants. In no event will the registered holder of a warrant
      be
      entitled to receive a net-cash settlement or Ordinary Shares or other
      consideration as of result of the Company's non-compliance with this Section
      7.4.

    


    8. Concerning
      the Warrant Agent and Other Matters.

    


    8.1 Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of Ordinary Shares upon the exercise of Warrants, but the Company
      shall
      not be obligated to pay any transfer taxes in respect of the Warrants or such
      shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.2 Resignation,
      Consolidation, or Merger of Warrant Agent.

    


    8.2.1 Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent. Any
      successor Warrant Agent, whether appointed by the Company or by such court,
      shall be a corporation organized and existing under the laws of the State of
      New
      York, in good standing and having its principal office in the Borough of
      Manhattan, City and State of New York, and authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and upon request of any
      successor Warrant Agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations.

    


    8.2.2 Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Ordinary Shares not later than the effective date of any such
      appointment.

    


    8.2.3 Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Warrant Agreement without any further act.

    


    8.3 Fees
      and Expenses of Warrant Agent.

    


    8.3.1 Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder as set forth on Exhibit C
      hereto,
      and will reimburse the Warrant Agent upon demand for all expenditures that
      the
      Warrant Agent may reasonably incur in the execution of its duties
      hereunder.

    


    8.3.2 Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this Warrant
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.4 Liability
      of Warrant Agent.

     

    8.4.1 Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the Chief Executive Officer or Chief
      Operating Officer of the Company and delivered to the Warrant Agent. The Warrant
      Agent may rely upon such statement for any action taken or suffered in good
      faith by it pursuant to the provisions of this Warrant Agreement.

    


    8.4.2 Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      hold it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Warrant Agreement except as a result of the Warrant
      Agent’s negligence, willful misconduct, or bad faith.

    


    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Warrant Agreement or with respect to the validity or execution of any Warrant
      (except its countersignature thereof); nor shall it be responsible for any
      breach by the Company of any covenant or condition contained in this Warrant
      Agreement or in any Warrant; nor shall it be responsible to make any adjustments
      required under the provisions of Section 4 hereof or responsible for the manner,
      method, or amount of any such adjustment or the ascertaining of the existence
      of
      facts that would require any such adjustment; nor shall it by any act hereunder
      be deemed to make any representation or warranty as to the authorization or
      reservation of any Ordinary Shares to be issued pursuant to this Warrant
      Agreement or any Warrant or as to whether any Ordinary Shares will when issued
      be valid and fully paid and nonassessable.

    


    8.5 Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Warrant Agreement
      and agrees to perform the same upon the terms and conditions herein set forth
      and among other things, shall account promptly to the Company with respect
      to
      Warrants exercised and concurrently account for, and pay to the Company, all
      moneys received by the Warrant Agent for the purchase of shares of the Company’s
      Ordinary Shares through the exercise of Warrants.

    


    8.6 Waiver.
      The
      Warrant Agent hereby waives any and all right, title, interest or claim of
      any
      kind (“Claim”)
      in or
      to any distribution of the Trust Account (as defined in that certain Investment
      Management Trust Agreement, dated as of the date hereof, by and between the
      Company and the Warrant Agent as trustee thereunder), and hereby agrees not
      to
      seek recourse, reimbursement, payment or satisfaction for any Claim against
      the
      Trust Account for any reason whatsoever.

    


    9. Miscellaneous
      Provisions.

    


    9.1 Successors.
      All the
      covenants and provisions of this Warrant Agreement by or for the benefit of
      the
      Company or the Warrant Agent shall bind and inure to the benefit of their
      respective successors and assigns.

     

    9.2 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:

    


    Infinity
      I-China Acquisition Corporation

    Unit
      5707, The Center

    99
      Queen’s Road Central

    Hong
      Kong

    Attn:
      Robert Barasch

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the holder of any Warrant or by the Company to or on the Warrant Agent
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service five days after deposit
      of such notice, postage prepaid, addressed (until another address is filed
      in
      writing by the Warrant Agent with the Company), as follows:

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane, Plaza Level

    New
      York,
      NY 10038

    


    


    with
      a
      copy in each case to:

    


    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
        Stuart Neuhauser, Esq.

    Fax
      No:
      (212) 370-1300

    


    and

    


    Mitchell
      S. Nussbaum, Esq.

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    (212)
      407-4000

    Fax
      No:
      (212) 407-4990

    


    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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9.2 Applicable
      Law.
      The
      validity, interpretation, and performance of this Warrant Agreement and of
      the
      Warrants shall be governed in all respects by the laws of the State of New
      York,
      without giving effect to conflict of laws. The Company hereby agrees that any
      action, proceeding or claim against it arising out of or relating in any way
      to
      this Warrant 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. The Company hereby waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenient forum. Any such
      process or summons to be served upon the Company may be served by transmitting
      a
      copy thereof by registered or certified mail, return receipt requested, postage
      prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim.

    


    9.3 Persons
      Having Rights under this Warrant Agreement.
      Nothing
      in this Warrant Agreement expressed and nothing that may be implied from any
      of
      the provisions hereof is intended, or shall be construed, to confer upon, or
      give to, any person or corporation other than the parties hereto and the
      registered holders of the Warrants and, for the purposes of Sections 6.1, 6.4,
      7.4, 9.2 and 9.7 hereof, the Representatives, any right, remedy, or claim under
      or by reason of this Warrant Agreement or of any covenant, condition,
      stipulation, promise, or agreement hereof. The Representatives shall be deemed
      to be a third-party beneficiary of this Warrant Agreement with respect to
      Sections 6.1, 6.4, 7.4, 9.2 and 9.7 hereof. All covenants, conditions,
      stipulations, promises, and agreements contained in this Warrant Agreement
      shall
      be for the sole and exclusive benefit of the parties hereto (and the
      Representatives with respect to the Sections 6.1, 6.4, 7.4, 9.2 and 9.7 hereof)
      and their successors and assigns and of the registered holders of the
      Warrants.

    


    9.4 Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the registered holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.

    


    9.5 Counterparts.
      This
      Warrant Agreement may be executed in any number of counterparts and each of
      such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same instrument. All
      such
      counterparts may be delivered by facsimile or other electronic transmission,
      which shall not effect the validity thereof. 

    


    9.6 Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation thereof.

    


    9.7 Amendments.
      This
      Warrant Agreement may be amended by the parties hereto without the consent
      of
      any registered holder for the purpose of curing any ambiguity, or of curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Warrant Agreement as the parties may deem necessary or desirable
      and
      that the parties deem shall not adversely affect the interest of the registered
      holders. All other modifications or amendments, including any amendment to
      increase the Warrant Price or shorten the Exercise Period, shall require the
      written consent of each of the Representatives and the registered holders of
      a
      majority of the then outstanding Warrants. Notwithstanding the foregoing, the
      Company may lower the Warrant Price or extend the duration of the Exercise
      Period in accordance with Sections 3.1 and 3.2, respectively, without such
      consent.

    


    9.8 Severability.
      This
      Warrant Agreement shall be deemed severable, and the invalidity or
      unenforceability of any term or provision hereof shall not affect the validity
      or enforceability of this Warrant Agreement or of any other term or provision
      hereof. Furthermore, in lieu of any such invalid or unenforceable term or
      provision, the parties hereto intend that there shall be added as a part of
      this
      Warrant Agreement a provision as similar in terms to such invalid or
      unenforceable provision as may be possible and be valid and
      enforceable.

     

    [Signature
      Page Follows]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
      hereto as of the day and year first above written.

     

    

      
        	
                Attest:

              	   
	 	
                INFINITY
                  I-CHINA ACQUISITION CORPORATION

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
                By:
                  

              	  
	 
	 	 	 	
                 

              	
                Name:

              	 
	 	 	 	
                 

              	
                Title:

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                Attest:

              	  
	 	
                AMERICAN
                  STOCK TRANSFER & TRUST COMPANY

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
                By:
                  

              	  
	 
	 	 	 	
                 

              	
                Name:

              	 
	 	 	 	
                 

              	
                Title: