Unassociated Document


    10.1.1

     

    
      
        	 	
                ___________________,
                  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:

     

    Each
      of
      the undersigned, a shareholder 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) 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.

     

    (2) The
      undersigned agrees to indemnify and hold harmless the Company against any and
      all loss, liability, claims, damage and expense whatsoever (including, but
      not
      limited to, any and all legal or other expenses reasonably incurred in
      investigating, preparing or defending against any litigation, whether pending
      or
      threatened, or any claim whatsoever) to which the Company may become subject
      as
      a result of any claim by any vendor, prospective or actual target business,
      creditor or other entity that is owed money by the Company for services rendered
      or products sold to the Company, subject to the following limitations: (i)
      such
      indemnification will only be made insofar as the Company did not obtain a waiver
      from such party of such party’s rights or claims to the Trust Account, (ii) such
      indemnification will be made only to the extent necessary to ensure that such
      loss, liability, claim, damage or expense does not reduce the amount in the
      Trust Account below the amount necessary in order for each holder of IPO Shares
      to receive a liquidation amount of at least $7.87 per IPO Share owned by such
      holder, and (iii) such indemnity shall be limited to the extent of the
      undersigned’s pro rata beneficial ownership of the Company immediately prior to
      the IPO. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    II.
      In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees 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 earlier of: (i) the
      consummation by the Company of a Business Combination or (ii) the dissolution
      of
      the Company. To the extent such obligations (a) deal with the subject matter
      of,
      and (b) conflict with or contradict the terms of, that certain Right of First
      Refusal Agreement entered into by the undersigned of even date herewith (the
      “ROFR Agreement”), the ROFR Agreement shall be deemed to control.

     

    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 partner 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
      its
      out-of-pocket expenses incurred in connection with seeking and consummating
      a
      Business Combination.

     

    V.
      Neither
      the undersigned, any partner 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.
      Each
      of
      the undersigned represents and warrants, solely as to itself, 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;

     

    
      
        
        

      

      
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    (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. 

            


    

     

    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.

     

    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.

     

    
      
        
        

      

      
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    X.
      In
      connection with the vote required to approve the extended period or consummate
      a
      Business Combination, the undersigned agrees that it will vote (or cause to
      be
      voted) all of the Ordinary Shares owned or controlled by it 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 it in
      favor of the extended period or the Business Combination, as
      applicable.

     

    XI.
      The
      undersigned will escrow itsInsider Shares 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.

     

    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.

     

    
      
        
        

      

      
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    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; (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; and (ix) “Effective Date” refers
      to the date the registration statement relating to the IPO is declared effective
      by the US Securities and Exchange Commission.

     

    
      
        
        

      

      
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    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.

     

    
      
        	 	
                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:

              	 


      

       

      
        
          
          

        

        
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