SECURITIES ESCROW AGREEMENT

EXHIBIT 10.4

SECURITIES ESCROW AGREEMENT

This Securities Escrow Agreement is made as of                     , 2006 (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, Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx Yar Khan (collectively “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

WHEREAS, the Company has entered into an Underwriting Agreement, dated             , 2006 (the “Underwriting Agreement”), with I-Bankers Securities, Inc. (the “Representative”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase up to 11,500,000 units (the “Units”) of the Company. Each Unit consists of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and one Warrant to purchase one share of Common Stock (“Warrants”), all as more fully described in the Company’s final Prospectus, dated                      2006 (the “Prospectus”) comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-136300), as amended, under the Securities Act of 1933, as amended (the “Registration Statement”), declared effective on                      2006 (the “Effective Date”).

WHEREAS, the Initial Stockholders have agreed, as a condition to the Representative’s obligation to purchase the Units pursuant to the Underwriting Agreement and to offer them to the public, to deposit their shares of Common Stock and their Warrants, as set forth opposite their respective names in Exhibit A attached hereto (collectively “Escrow Securities”), in escrow as hereinafter provided.

WHEREAS, the Escrow Securities shall included the 200,000 Units being purchased by those certain Initial Stockholders in the private placements to occur immediately prior to the public offering of Units by the Company.

WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.

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

1. Appointment of Escrow Agent. The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

2. Deposit of Escrow Securities. On or before the Effective Date, each of the Initial Stockholders or the Company shall deliver to the Escrow Agent certificates representing his respective Escrow Securities, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Securities is legended to reflect the deposit of such Escrow Securities under this Agreement.

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3. Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities until the Company consummates a business combination (as such term is defined in the Prospectus) (the “Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Securities to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof, that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.

4. Rights of Initial Stockholders in Escrow Securities.

4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares represented by the issued and outstanding shares of Common Stock.

4.2 Dividends and Other Distributions in Respect of the Escrow Securities. During the Escrow Period, all dividends payable in cash with respect to the Escrow Securities shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property (the “Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

4.3 Restrictions on Transfer. During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Securities except (i) by gift to a member of Initial Stockholder’s immediate family or to a trust, the beneficiary of which is an Initial Stockholder or a member of an Initial Stockholder’s immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Initial Stockholder, (iii) pursuant to a qualified domestic relations order, or (iv) pursuant to a transfer of record ownership whereby there is no change in beneficial ownership; provided, however, that such permissive 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 Stockholder

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transferring the Escrow Securities. Any Escrow Securities so transferred shall continue to be held by the Escrow Agent pursuant to the terms of this Agreement. During the Escrow Period, the Initial Stockholders shall not pledge or grant a security interest in the Escrow Securities or grant a security interest in their rights under this Agreement.

4.4 Insider Letters. Each of the Initial Stockholders has executed a letter agreement with the Representative and the Company, dated as indicated on Exhibit A hereto, and which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such Initial Stockholder in certain events, including but not limited to the liquidation of the Company.

5. Concerning the Escrow Agent.

5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any appropriate court or it may retain the Escrow Securities pending receipt of a final, non appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Securities are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

5.3 Compensation. The Escrow Agent shall be entitled to receive reasonable compensation for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

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5.4 Further Assurances. From time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Securities held hereunder. If no new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Securities with any court it reasonably deems appropriate.

5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5 hereof.

5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

6. Miscellaneous.

6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York.

6.2 Third Party Beneficiaries. Each of the Initial Stockholders hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representative.

6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.

6.4 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.

6.6 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified or

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registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:

If to the Company, to:

Trans-India Acquisition Corporation

000 Xxxxx Xxxxxx Xxxxx

Xxxxx 0000

Xxxxxxx, Xxxxxxxx 00000

Attn: Xxxxx Xxxxxxxxxx, CEO

If to a Stockholder, to his address set forth in Exhibit A.

and if to the Escrow Agent, to:

Continental Stock Transfer & Trust Company

00 Xxxxxxx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Chairman

A copy of any notice sent hereunder shall be sent to:

Xxxxxx Xxxxxxx Xxxxxx

Professional Corporation

000 Xxxx Xxxxxx, Xxxxx 000

Xxx Xxxxxxxxx, Xxxxxxxxxx 00000

Attn: Xxxxx X. Xxxxxx, Esq.

and

I-Bankers Securities, Inc.

000 X. Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000

Xxxxxx, XX 00000

Attn: Xxxxxx Xxxxx, President

and:

Xxxxxxxx Xxxxxx LLP

0000 Xxxxxxxxxxx Xxxxxx X.X., Xxxxx 000

Xxxxxxxxxx, XX 00000

Attn: Xxxxxxxx X. Xxxxxxx, Esq.

The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

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6.7 Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a business combination within the time period(s) specified in the Registration Statement.

6.8 Assignment. This Agreement may not be assigned by the Escrow Agent without the prior consent of the Company.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have duly executed this Securities Escrow Agreement as of the date first written above.

TRANS-INDIA ACQUISITION CORPORATION
By:
Name:		Xxxxx Xxxxxxxxxx
Title:		Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
Name:		Xxxxxx Xxxxxx
Title:		Chairman
INITIAL STOCKHOLDERS: MARILLION PHARMACEUTICALS INDIA PVT. LTD.
By:
Name:
Title:
BUSINESS VENTURES CORP.
By:
Name:		Xxxxxx X. Xxxxxx
Title:		President
TRANS-INDIA INVESTORS LIMITED
By:
Name:
Title:
Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxx

[Signature Page to Securities Escrow Agreement]

Xxxxxxx Xxxxxx

Xxxxxxxxx Xxxxxx

Xxxxxx Xxxxxxx

Xxxxxxx Yar Khan

[Signature Page to Securities Escrow Agreement]

EXHIBIT A

Name and Address of Initial Stockholder Number of
Common
Stock Stock
Certificate
Number Number of Warrants Number of Units*

* Reference is made to (i) the Subscription Agreement, dated as of July 28, 2006, by and among the Company and the persons and entities listed on Exhibit A thereto in connection with the private placement of 125,000 Units immediately prior to the closing of the initial public offering of Units by the Company, and (ii) the Regulation S Subscription Agreement, dated as of November 13, 2006, by and among the Company and the entities listed on Exhibit A thereto in connection with the private placement of 75,000 Units immediately prior to the closing of the initial public offering of Units by the Company.