Unassociated Document


    10.1.2

    
      	 	
              ___________________,
                2008

            	 


    

    


    Infinity
      I-China Acquisition Corporation

    Unit
      5707, The Center

    99
      Queen’s Road Central

    Hong
      Kong

    


    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue

    New
      York,
      NY 10020

    


    Legend
      Merchant Group

    30
      Broad
      Street

    38th
      Floor

    New
      York,
      NY 10004

    


    
      	
              Re:

            	
              Initial
                Public Offering

            


    

     

    Gentlemen:

     

    The
      undersigned, an officer and/or director of Infinity I-China Acquisition
      Corporation (the “Company”), in consideration of Morgan Joseph & Co. Inc.
      (“Morgan”) and Legend Merchant Group (“Legend”) agreeing to underwrite an
      initial public offering of the securities of the Company (“IPO”) and embarking
      on, undertaking and continuing to participate in the IPO process, hereby agrees
      as follows (certain capitalized terms used herein are defined in
      paragraph XIII hereof):

     

    I.
      (1) In
      the
      event the Company fails to consummate a Business Combination within 24 months
      from the effective date (the “Effective Date”) of the registration statement
      relating to the IPO, or 36 months in the event the extended period is approved,
      the undersigned shall, in accordance with all applicable requirements of the
      Cayman Island’s Law and the Company’s Amended and Restated Memorandum and
      Articles of Association, take all action reasonably within his power to dissolve
      the Company and distribute all funds held in the Trust Account to holders of
      the
      IPO Shares as soon as reasonably practicable including, without limitation,
      (1)
      causing
      the Company’s board of directors to convene and adopt a plan of dissolution and
      liquidation and (2)
      voting,
      as a director (if applicable), in favor of adopting such plan of dissolution
      and
      liquidation. 

     

    (2) Except
      with respect to any of the IPO Shares acquired by the undersigned in connection
      with or following the IPO, the undersigned hereby (a) waives any and all right,
      title, interest or claim of any kind (a “Claim”) in or to all funds in the Trust
      Account and any remaining net assets of the Company upon liquidation of the
      Trust Account and dissolution of the Company, (b) waives any Claim the
      undersigned may have in the future as a result of, or arising out of, any
      contracts or agreements with the Company and (c) agrees that the undersigned
      will not seek recourse against the Trust Account for any reason whatsoever.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    II.
      In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees: (A) not to become an officer or director
      of any blank check company until the earlier of the completion of a Business
      Combination or the Company’s dissolution and liquidation and (B) to present to
      the Company for its consideration, prior to presentation to any other person
      or
      entity, any suitable opportunity to acquire an operating business, until the
      earliest of: (i) the consummation by the Company of a Business Combination,
      (ii)
      the dissolution of the Company or (iii) such time as the undersigned ceases
      to
      be a director of the Company, subject, in each case, to any pre-existing
      fiduciary and contractual obligations the undersigned might have. 

     

    III.
      The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination with any company that is a portfolio company of, or
      otherwise affiliated with, or has received financial investment from, any
      sponsor, existing shareholder, officer or director of the Company.

     

    IV.
      Neither
      the undersigned, any member of the Immediate Family of the undersigned, nor
      any
      affiliate of the undersigned (“Affiliate”) will be entitled to receive, and no
      such person will accept, any compensation for services rendered to the Company
      prior to, or in connection with, the consummation of a Business Combination;
      provided, however, that the undersigned shall be entitled to reimbursement
      from
      the Company for his out-of-pocket expenses incurred in connection with seeking
      and consummating a Business Combination.

     

    V.
      Neither
      the undersigned, any member of the Immediate Family of the undersigned, nor
      any
      Affiliate of the undersigned will be entitled to receive or accept a finder’s
      fee or any other compensation in the event the undersigned, any member of the
      Immediate Family of the undersigned or any Affiliate originates a Business
      Combination.

     

    VI.
      (1)The
      undersigned agrees to be the Co-President, Co-Chief Executive Officer and
      Co-Chairman of the Company until the earlier of the consummation of a Business
      Combination or the dissolution and liquidation of the Company. The undersigned
      acknowledges that the foregoing does not interfere with or limit in any way
      the
      right of the Company to terminate the undersigned’s positions at any time
      (subject to other contractual rights the undersigned may have) nor confer upon
      the undersigned any right to continue in his positions with the Company.


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (2) The
      undersigned’s biographical information furnished to the Company, Morgan and
      Legend and included in the prospectus is true and accurate in all
      respects, does not omit any material information with respect to the
      undersigned’s background and contains all of the information required to be
      disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
      Securities Act of 1933, as amended.  The undersigned’s Questionnaire
      previously furnished to the Company, Morgan and Legend is true and accurate
      in
      all respects as of the date first written above.

     

    (3) The
      undersigned represents and warrants that:

     

    (a) No
      petition under the Federal bankruptcy laws or any state insolvency law has
      been
      filed by or against, or a receiver, fiscal agent or similar officer was
      appointed by a court for the business or property of the undersigned, or any
      partnership in which the undersigned was or is a general partner at or within
      two years prior to the date hereof, or any corporation or business association
      of which the undersigned was an executive officer at or within two years prior
      to the date hereof;

     

    (b) The
      undersigned has not been convicted in any criminal proceeding nor is the
      undersigned currently a named subject of a pending criminal proceeding
      (excluding traffic violations and other minor offenses); 

     

    (c) The
      undersigned has not been the subject of any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining the undersigned from, or
      otherwise limiting, the following activities: 

     

    
      	
            	(i)	
              Acting
                as a futures commission merchant, introducing  broker,
                commodity trading advisor, commodity pool  operator,
                floor broker, leverage transaction merchant, any other
                person regulated by the  Commodity
                Futures Trading  Commission,
                or an associated person of any of the  foregoing,
                or as an investment adviser, underwriter, broker  or
                dealer in securities, or as an affiliated person, director or  employee
                of any investment company, bank, savings and  loan
                association or insurance  company,
                or engaging in or  continuing
                any conduct or practice in connection with such  activity;
                

            


    

     

    
      	
            	(ii)	
              Engaging
                in any type of business practice; or


            


    

     

    
      	
            	(iii)	
              Engaging
                in any activity in connection with the purchase or  sale
                of any security or commodity or in connection with  any
                violation of Federal or State securities laws or Federal  commodities
                laws. 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    VII.
      The
      undersigned has full right, power and authority, without violating any agreement
      by which he or it is bound, to enter into this letter agreement and to serve
      as
      Co-President, Co-Chief Executive Officer and Co-Chairman of the Board of
      Directors of the Company.

     

    VIII.
      The
      undersigned acknowledges and understands that Morgan, Legend and the Company
      will rely upon the agreements, representations and warranties set forth herein
      in proceeding with the IPO.

     

    IX.
      The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Morgan, Legend and the Company and their
      respective legal representatives or agents (including any investigative search
      firm retained by Morgan, Legend or the Company) any information they may have
      about the undersigned’s background and finances (the “Information”).  None
      of Morgan, Legend or the Company, nor their respective agents, shall be
      violating the undersigned’s right of privacy in any manner in requesting and
      obtaining the Information and the undersigned hereby releases them from
      liability for any damage whatsoever in that connection.

     

    X.
      In
      connection with the vote required to approve the extended period or consummate
      a
      Business Combination, the undersigned agrees that he will vote (or cause to
      be voted) all of the Ordinary Shares owned or controlled by him prior to the
      IPO
      (the “Insider Shares”), if any, in accordance with the majority of the votes
      cast by the holders of the IPO Shares, and vote (or cause to be voted) all
      shares of the Ordinary Shares acquired in or following the IPO by him or his
      Affiliates in favor of the extended period or the Business Combination, as
      applicable.

     

    XI.
      The
      undersigned will escrow his Insider Shares, if any, for the period commencing
      on
      the Effective Date and continuing until the earliest of: (i) one year after
      the
      consummation of the Business Combination, (ii) three years from the date of
      this
      prospectus or (iii) the consummation of a liquidation, merger, stock exchange
      or
      other similar transaction which results in all of our shareholders having the
      right to exchange their Ordinary Shares for cash, securities or other property
      subsequent to our consummating a Business Combination with a target acquisition,
      subject to the terms of a Securities Escrow Agreement which the Company will
      enter into with the undersigned and an escrow agent acceptable to the Company.
      The undersigned will escrow all warrants of the Company purchased by the
      undersigned, if any, for the period commencing on the Effective Date and
      continuing until completion of the Business Combination.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    XII.
      This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction.  The undersigned hereby (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a “Proceeding”) shall be brought and enforced in the federal
      courts of the United States of America for the Southern District of New York,
      and irrevocably submits to the jurisdiction of such courts, which jurisdiction
      shall be exclusive, (ii) waives any objection to the exclusive jurisdiction
      of
      such courts and any objection that such courts represent an inconvenient forum
      and (iii) irrevocably agrees to appoint Ellenoff Grossman & Schole LLP as
      agent for the service of process in the State of New York to receive, for the
      undersigned and on his behalf, service of process in any Proceeding. If for
      any
      reason such agent is unable to act as such, the undersigned will promptly notify
      the Company, Morgan and Legend and appoint a substitute agent acceptable to
      each
      of the Company and Legend within 30 days and nothing in this letter will affect
      the right of either party to serve process in any other manner permitted by
      law.

     

    XIII.
      As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by the Company,
      by merger, capital stock exchange, asset or stock acquisition, reorganization
      or
      otherwise, of an operating business or businesses located in China and on target
      businesses in the technology industry, but not limited to acquisitions in such
      industry; (ii) “Ordinary Shares” shall mean the ordinary shares, par value
      $.0001 per share, of the Company; (iii) “Immediate Family” shall mean, with
      respect to any person, such person’s spouse, children, parents and siblings
      (including any such relative by adoption or marriage); (iv) (v) “Insiders” shall
      mean all officers, directors and shareholders of the Company immediately prior
      to the IPO; (vi) “Insider Shares” shall mean all of the Ordinary Shares owned by
      an Insider prior to the IPO; (vii) “IPO Shares” shall mean the Ordinary Shares
      issued in the Company’s IPO; and (viii) “Trust Account” shall mean the trust
      account in which most of the proceeds to the Company of the IPO will be
      deposited and held for the benefit of the holders of the IPO shares, as
      described in greater detail in the prospectus relating to the IPO.

     

    XIV.
      Except
      as
      specifically set forth herein with regard to the ROFR Agreement, this letter
      agreement shall supersede any other letter agreement signed by the undersigned
      with respect to the subject matter hereof.

     

    


    
      	 	
                
                

            	 
	 	
              Amir
                Gal-Or 

            	 


    

     

    
      
        
        

      

        
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