RIGHT
      OF FIRST REFUSAL AND

    CORPORATE
      OPPORTUNITIES AGREEMENT

    


    THIS
      RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”)
      is
      made as of
      [                 ],
      2008 by and among Infinity I-China Acquisition Corporation, a Cayman Islands
      corporation (the “
      Company”),
      Infinity I-China Fund (Cayman), L.P. (“Infinity
      Cayman”),
      Infinity I-China Fund (Israel), L.P. (“Infinity
      Israel”)
      and
      Infinity I-China Fund (Israel 2), L.P. (collectively with Infinity Cayman and
      Infinity Israel, the “Infinity
      Funds”),
      in
      connection with the Company’s proposed public offering of Units pursuant to a
      registration statement on Form F-1, filed by the Company with the Securities
      and
      Exchange Commission (as amended, the “Registration
      Statement”).

    


    RECITALS

    


    WHEREAS,
      the Infinity Funds are the sponsors of the Company, and the Company and the
      Infinity Funds share certain officers and directors; and

    


    WHEREAS,
      because each of the Company and the Infinity Funds will be seeking business
      opportunities in China, and on target businesses in the technology industry,
      the
      parties have made this Agreement to clarify the business opportunities for
      which
      each party shall have the right of first refusal.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    1.
      Right
      of First Refusal.
      For the
      term specified in
      Section 2
      of this
      Agreement and subject to subsections (b), (c) and (e) of this Section
      1,
      each of
      the Infinity Funds hereby grants to the Company a right of first refusal as
      follows:

    


    (a) Each
      of
      the Infinity Funds shall first present any investment or acquisition opportunity
      in a business or businesses whose aggregate fair market value is at least equal
      to 80% of the balance of the Company’s trust account (as described in the
      Registration Statement), to a committee of the Company’s independent directors,
      and will not enter into any agreement to purchase or invest in such business
      or
      businesses until the Company’s committee of independent directors determines,
      within the time frame and manner specified below, whether or not to pursue
      such
      business opportunity. If the Company’s committee of independent directors
      determines, within the time frame and manner specified below, to pursue such
      business opportunity, the Infinity Funds will thereafter be prohibited from
      pursuing such business opportunity unless and until the Company terminates
      its
      pursuit of such business opportunity. This provision shall not survive the
      liquidation of the Company. 

    


    (b) Notwithstanding
      anything to the contrary in this Agreement, the Company agrees that any such
      business entity with respect to which any of the Infinity Funds has initiated
      any contacts or entered into any discussions or negotiations, formal or
      informal, regarding the Infinity Funds’ acquisition of, or investment in, such
      business prior to the completion of the Company’s offering, as set forth in the
      Registration Statement, will not be a potential acquisition target for Company,
      unless the Infinity Funds decline to pursue such business opportunity and notify
      Company of the same in writing. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) After
      review of any potential corporate opportunity, the Company may release the
      right
      of first refusal set forth in this Section 1 with respect to such corporate
      opportunity. Decisions by the Company to release any of the Infinity Funds
      to
      pursue such corporate opportunity will be made by a majority of the Company’s
      independent directors. 

    


    (d) As
      used
      herein, the term “Business
      Combination”
(as
      described more fully in the Registration Statement) shall mean a merger, capital
      stock exchange, asset acquisition, or other similar business combination between
      the Company and one or more operating businesses.

    


    (e) Each
      of
      the Infinity Funds whose general partner, principals, directors, officers or
      employees become aware of a corporate opportunity which is subject to this
      Agreement shall provide written notice of the business opportunity to the
      Company pursuant to this right of first refusal within five (5) business days
      of
      its identification of the corporate opportunity. Any right of first refusal
      granted shall expire ninety (90) days from the date of the written notice,
      provided that, during such ninety (90)-day
      period, the Company has failed to commence discussions with any third party
      regarding a Business Combination.

    


    2.
      Term.
      This
      Agreement shall become effective on its execution and shall remain in effect
      for
      a period to expire upon the earlier of (i) the consummation by the Company
      of a Business Combination or (ii) 24 months (36 months if an extension has
      been approved by the shareholders) following the consummation of the Company’s
      offering pursuant to the Registration Statement. 

    


    3.
      Notices.
      All
      notices or communications hereunder shall be in writing, addressed as
      follows:

    


    To
      the
      Company or any of the Infinity Funds:

    


    [Name
      of
      Company or Infinity Fund] 

    Unit
      5707, The Center

    99
      Queen’s Road Central

    Hong
      Kong

    Attn:
      Robert Barasch, Adv.

    


    with
      copies to:

    


    Stuart
      Neuhauser, Esq.

    Ellenoff,
      Grossman & Schole LLP

    150
      East
      42nd
      Street,
      11th
      Floor

    New
      York,
      New York 10017


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Any
      such
      notice or communication shall be delivered by hand or by courier or sent
      certified or registered mail, return receipt requested, postage prepaid,
      addressed as above (or to such other address as such party may designate in
      a
      notice delivered as described above), and the third business day after the
      actual date of mailing shall constitute the time at which notice was
      given.

    


    4.
      Severability.
      If any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforceability shall not affect the
      remaining provisions hereof which shall remain in full force and
      effect.

    


    5.
      Assignment.
      Neither
      this Agreement nor any rights or obligations hereunder shall be assignable
      or
      otherwise subject to hypothecation by any of the parties hereto.

     

    6.
      Amendment.
      This
      Agreement may only be amended by written agreement of the parties
      hereto.

    


    7.
      Survival.
      The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations. The provisions of this Section 7
      are in
      addition to the survivorship provisions of any other section of this
      Agreement.

    


    8.
      Governing
      Law.
      This
      Agreement shall be construed, interpreted, and governed in accordance with
      the
      laws of the State of New York, without reference to rules relating to conflicts
      of law.

    


    9.
      Effect
      on Prior Agreements.
      This
      Agreement contains the entire understanding between the parties hereto and
      supersedes in all respects any prior or other agreement or understanding
      concerning the subject matter hereof between the Company and the Infinity
      Funds.

    


    10.
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original, but all of which, taken together, shall be deemed one
      document

    


    11.
      Mutual
      Waiver of Jury Trial.
      BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
      PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST BENEFITS OF THE JUDICIAL SYSTEM,
      THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
      PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
      AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

    


    12.
      Waiver.
      Each
      party acknowledges and permanently and irrevocably waives any and all claims
      against the other parties hereto in respect of any business opportunities not
      received by it pursuant to the terms of this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Signatures
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal
      and Corporate Opportunities Agreement as of the date first specified
      above.

     

    
      	
              INFINITY
                I-CHINA ACQUISITION CORPORATION

            
	 	 	 
	
              By:

            	 
	 	
              Name:
                

            	
              Amir
                Gal-Or

            
	 	
              Title:

            	
              Co-Chief
                Executive Officer, Co-President 

              and
                Co-Chairman

            
	 	 	 
	
              INFINITY
                I-CHINA FUND (CAYMAN), L.P.

            
	 	 	 
	
              By:

            	 	 
	 	 	 
	 	 	 
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 
	
              INFINITY
                I-CHINA FUND (ISRAEL), L.P.

            
	 	 	 
	
              By:

            	 	 
	 	 	 
	 	 	 
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              INFINITY
                I-CHINA FUND (ISRAEL 2), L.P.

            
	 	 	 
	
              By:

            	 	 
	 	 	 
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title: