Exhibit 10.3
FORM OF LOCK-UP
AGREEMENT
[
], 2009
Solar Semiconductor Corporation
(formerly named Trans-India Acquisition Corporation)
1292 Kifer Road, Suite 808
Sunnyvale, California 94086 USA
Ladies and Gentlemen:
Reference is made to that certain
Share Exchange Agreement (the “ Exchange Agreement
”), dated October [_], 2008 by and among Trans-India
Acquisition Corporation, a Delaware corporation (the “
Company ”), Solar Semiconductor Ltd., a Cayman Islands
company (“ SSL ”), Solar Semiconductor Private
Limited, a company formed under the laws of the Republic of India,
Solar Semiconductor, Inc., a California corporation, the
individuals listed on Schedules A and B, as amended, to the
Exchange Agreement (each a “ Stockholder ” and
collectively the “ Stockholders ”) and Venkata
Kode, as the Stockholders’ Representative, pursuant to which
the Company will acquire at least 80% of the outstanding capital
stock of SSL (the “ Acquisition ”). Capitalized
terms used in this lock-up agreement (this “ Agreement
”) and not otherwise defined herein shall have the meanings
ascribed to them in the Exchange Agreement.
In order to induce the Company to
enter into the Exchange Agreement and to consummate the
transactions contemplated therein, the undersigned agreed to enter
into this Agreement and hereby agrees not to, without the prior
written consent of the Company, directly or indirectly, offer,
sell, contract to sell, or otherwise dispose of, any equity or debt
securities of the Company including, without limitation, any shares
of the Company’s common stock (collectively, the “
Company Securities ”) that are beneficially owned by
the undersigned as of the applicable Closing in which the
undersigned receives shares of the Company’s capital stock in
the Acquisition, or file any registration statement with respect to
any of the fo
