0001193125-06-234426 Sample Contracts

10,000,000 Units1 TRANS-INDIA ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • November 14th, 2006 • Trans-India Acquisition Corp • Blank checks • New York
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WARRANT AGREEMENT
Warrant Agreement • November 14th, 2006 • Trans-India Acquisition Corp • Blank checks • New York

This Warrant Agreement (this “Agreement”) is made as of , 2006 between Trans-India Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 14th, 2006 • Trans-India Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement Agreement (this “Agreement”) is made as of , 2006 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 AGREEMENT
Securities Escrow Agreement • November 14th, 2006 • Trans-India Acquisition Corp • Blank checks • New York

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, 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”).

REGULATION S SUBSCRIPTION AGREEMENT
Regulation 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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