10,000,000 Units1 TRANS-INDIA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2007 • Trans-India Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2007 • Trans-India Acquisition Corp • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of , 2007, by and among Trans-India Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under the heading “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
10,000,000 Units1 TRANS-INDIA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2007 • Trans-India Acquisition Corp • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • January 29th, 2007 • Trans-India Acquisition Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of , 2007 between Trans-India Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
TRANS-INDIA ACQUISITION CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2006 • Trans-India Acquisition Corp • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 , by and between Trans-India Acquisition Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2007 • Trans-India Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement Agreement (this “Agreement”) is made as of , 2007 by and between Trans-India Acquisition Corporation, a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • January 29th, 2007 • Trans-India Acquisition Corp • Blank checks • New York
This Securities Escrow Agreement is made as of , 2007 (this “Agreement”), by and among Trans-India Acquisition Corporation, a Delaware corporation (the “Company”), Marillion Pharmaceuticals India Pvt. Ltd., Business Ventures Corp., Trans-India Investors Limited, Bobba Venkatadri, Craig Colmar, Nalluru Murthy, Narayanan Vaghul, Edmund Olivier and Rasheed Yar Khan (collectively “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
TRANS-INDIA ACQUISITION CORPORATIONSpecial Advisor Agreement • September 15th, 2006 • Trans-India Acquisition Corp • Blank checks
This will confirm our agreement that you have agreed to serve Trans-India Acquisition Corporation (the “Company”) in the role of special advisor to the Board of Directors (“you” or “Special Advisor”) commencing on or about July 28, 2006. You also consent to be named in the Company’s registration statement on Form S-1 (the “Registration Statement”) and to the use of a summary of your background for the Registration Statement.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • October 27th, 2008 • Trans-India Acquisition Corp • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of October __, 2008 by and between Trans-India Acquisition Corporation, a Delaware corporation (the Purchaser”) and _______ (“Executive”) and shall become effective immediately following the closing of the Acquisition (as defined below) (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Share Exchange Agreement (as defined below).
CONTRACTOR AGREEMENTContractor Agreement • October 31st, 2007 • Trans-India Acquisition Corp • Blank checks • Delaware
This Contractor Agreement (this “Agreement”) is made and entered into as of the 15th day of June, 2007 by and between Trans-India Acquisition Corporation (the “Company”), Johnson and Colmar (“J&C”), Haigler Investments (“Haigler”) and Cliff Haigler (“Contractor”). J&C desires to retain Haigler as an independent contractor for Contractor to perform certain financial services for the Company and to act as Chief Financial Officer and principal financial and accounting officer of the Company and Haigler and Contractor are willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties hereto agree as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2008 • Trans-India Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of __________ __, 2009 (the “Effective Date”) by and among Solar Semiconductor Corporation (formerly named Trans-India Acquisition Corporation), a Delaware corporation (the “Company”) and the undersigned individuals and entities (each individually a “Stockholder” and together the “Stockholders”).
REGULATION S SUBSCRIPTION AGREEMENTRegulation S Subscription Agreement • November 14th, 2006 • Trans-India Acquisition Corp • Blank checks • New York
This Regulation S Subscription Agreement (this “Agreement”) is made as of November 13, 2006 by and among Trans-India Acquisition Corporation, a Delaware corporation (the “Company”), Marillion Pharmaceuticals India Pvt. Ltd., an Indian company, and Trans-India Investors, Limited, a Belize company (each a “Purchaser,” and collectively, the “Purchasers”).
FORM OF VOTING AGREEMENTVoting Agreement • October 27th, 2008 • Trans-India Acquisition Corp • Blank checks • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is dated as of _________, 2009, by and among Solar Semiconductor Corporation (formerly named Trans-India Acquisition Corporation), a Delaware corporation (the “Company”), Bobba Venkatadri and Craig Colmar as representatives of the Company (the “Trans-India Representatives”), and the individuals and entities listed on Schedule A hereto (each a “Solar Stockholder” and together the “Solar Stockholders”). Capitalized terms used, but not defined, herein shall have the meaning assigned to them in the Exchange Agreement (defined below).
LOAN AGREEMENTLoan Agreement • August 4th, 2006 • Trans-India Acquisition Corp • Delaware
This Agreement is entered into as of June 17, 2006 by and Trans-India Acquisition Corporation, a Delaware corporation (“Trans-India”), and the lenders whose names appear on the schedule of loan commitments attached as Exhibit A (the “Lenders”).
SHARE EXCHANGE AGREEMENT by and among TRANS-INDIA ACQUISITION CORPORATION, SOLAR SEMICONDUCTOR LTD., SOLAR SEMICONDUCTOR PRIVATE LIMITED, SOLAR SEMICONDUCTOR, INC., THE INDIVIDUALS AND ENTITIES LISTED ON SCHEDULES A AND B HERETO and VENKATA KODE, AS...Share Exchange Agreement • October 27th, 2008 • Trans-India Acquisition Corp • Blank checks • Delaware
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of October 24, 2008 is entered into by and among Trans-India Acquisition Corporation, a Delaware corporation (“Purchaser”), Solar Semiconductor Ltd., a Cayman Islands company (the “Company”), Solar Semiconductor Private Limited, a company formed under the laws of the Republic of India (“SSPL”), Solar Semiconductor, Inc., a California corporation (“SSI”), the individuals and entities listed on Schedules A and B hereto (each a “Stockholder” and together the “Stockholders”), and Venkata Kode, in the capacity as representative of the Stockholders as provided herein (the “Stockholders’ Representative”). Certain capitalized terms used but not otherwise defined herein are defined in Section 11.1.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 4th, 2006 • Trans-India Acquisition Corp • New York
This Subscription Agreement (this “Agreement”) is made as of July 28, 2006 by and among Trans-India Acquisition Corporation, a Delaware corporation (the “Company”), Marillion Pharmaceuticals Pvt. Ltd., Business Ventures Corp., Bobba Venkatadri, Nalluru Murthy and Rasheed Yar Khan (each a “Purchaser,” and collectively, the “Purchasers”).
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • January 5th, 2007 • Trans-India Acquisition Corp • Blank checks • Delaware
This Warrant Cancellation Agreement (this “Agreement”) is made as of January 4, 2007 by and among Trans-India Acquisition Corporation, a Delaware corporation (the “Company”), Marillion Pharmaceuticals India Pvt. Ltd., Business Ventures Corp., Bobba Venkatadri, Nalluru Murthy, Craig P. Colmar, Narayanan Vaghul, Edmund Olivier and Rasheed Yar Khan (each an existing stockholder of the Company and collectively, the “Holders”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 27th, 2008 • Trans-India Acquisition Corp • Blank checks
TRANS-INDIA ACQUISITION CORPORATION July 28, 2006Administrative Services Agreement • August 4th, 2006 • Trans-India Acquisition Corp
FORM OF ESCROW AGREEMENTEscrow Agreement • October 27th, 2008 • Trans-India Acquisition Corp • Blank checks • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of ______, 2009, by and between Solar Semiconductor Corporation (formerly named Trans-India Acquisition Corporation), a Delaware corporation (the “Company”), Venkata Kode (the “Stockholders’ Representative”), and Deutsche Bank National Trust Company (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2008 • Trans-India Acquisition Corp • Blank checks • California
This Employment Agreement (this “Agreement”) is made and entered into effective as of the Initial Closing date set forth in the Share Exchange Agreement dated October 24, 2008 by and between Trans-India Acquisition Corporation, a Delaware corporation (“TIL”), Solar Semiconductor Ltd., a Cayman Islands company (“Solar Cayman”), Solar Semiconductor Private Limited, a company formed under the laws of the Republic of India, Solar Semiconductor, Inc., a California corporation, certain of Solar Cayman’s stockholders, and the Stockholder’s Representative (the “Exchange Agreement”) (the “Effective Date”) by and between TIL and Hari Surapaneni (the “Executive”). TIL, together with any parent or subsidiaries of TIL, are herein referred to as the “Company”, and all such companies other than TIL are herein referred to as the “Related Companies.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2006 • Trans-India Acquisition Corp • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of , 2006, by and among Trans-India Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under the heading “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
