0001193125-07-002303 Sample Contracts

10,000,000 Units1 TRANS-INDIA ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • January 5th, 2007 • Trans-India Acquisition Corp • Blank checks • New York
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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

WARRANT AGREEMENT
Warrant Agreement • January 5th, 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 5th, 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 AGREEMENT
Securities Escrow Agreement • January 5th, 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”).

WARRANT CANCELLATION AGREEMENT
Warrant 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”).

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