Exhibit 10.2
FORM OF VOTING
AGREEMENT
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).
RECITALS
A. The Company and the Solar
Stockholders are party to that certain Share Exchange Agreement,
dated October __, 2008, among 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 (“ SSPL ”), Solar
Semiconductor, Inc., a California corporation (“ SSI
”), the Solar Stockholders and Venkata Kode, as the
Stockholders’ Representative (the “ Exchange
Agreement ”), pursuant to which, the parties agreed,
among other things, that the Solar Stockholders will sell,
transfer, convey, assign and deliver to the Company, free and clear
of all Liens, all their rights, title and interest in and to at
least 80% of the issued and outstanding shares of capital stock of
the Company, in exchange for shares of common stock of the
Company.
B. As a condition to the closing of
the Exchange Agreement, the Company and the Solar Stockholders have
agreed to enter into this Agreement.
C. Each Solar Stockholder is the
record and beneficial owner of such number of shares of capital
stock of SSL set forth opposite such Solar Stockholder’s name
on Schedule A hereto (hereinafter referred to as the “
Voting Shares ”).
AGREEMENT
NOW THEREFORE, in consideration of
the mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, hereby
agree as follows:
1. Representations and
Warranties. Each of the parties hereto, by their respective
execution and delivery of this Agreement, hereby represents and
warrants to the other parties hereto that:
(a) such party has the full right,
capacity and authority to enter into, deliver and perform this
Agreement;
(b) this Agreement has been duly
executed and delivered by such party and is a binding and
enforceable obligation of such party, enforceable against such
party in accordance with the terms of this Agreement;
and
(c) the execution, delivery and
performance of such party’s obligations under this Agreement
will not require such party to obtain the consent, waiver or
approval of any Person and will not violate, result in a breach of,
or constitute a default under any statute, regulation, agreement,
judgment, consent, or decree by which such party is
bound.
2. Shares Subject to
Agreement. Each Solar Stockholder, severally and not
jointly, agrees to vote all of its Voting Shares in accordance with
the provisions of this Agreement.
3. Obligations to Vote Voting
Shares for Specific Nominee. At any annual or special
meeting called, or in connection with any other action (including
the execution of written consents) taken for the purpose of
electing directors to the board of directors of the Company (the
“ Board ”), each of the Solar Stockholders
agrees, for a period commencing from the Closing Date and ending on
March 31, 2010 (the “ Voting Period ”), to
vote all of its Voting Shares in favor of the person nominated by
the Trans-India Representatives (the “ Trans-India
Director ”) and notified in writing by the Trans-India
Representatives to the Solar Stockholders not less then 30 days in
advance of the meeting called for such purpose (or within 30 days
of any requested action by written consent).
4. Obligations to Vote Voting
Shares for Removal of Director; Filling Vacancies. During
the Voting Period, the Trans-India Representatives shall have the
right to request the resignation or removal of the Trans-India
Director by notifying the Company and the Solar Stockholders in
writing. In such event, each of the Solar Stockholders agrees to
vote all of its Voting Shares in accordance with Section 3 in
a manner that would cause the removal of the Trans-India Director,
whether at any annual or special meeting called, or, in connection
with any other action (including the execution of written consents)
taken for the purpose of removing such director. In the event of
the resignation, death, removal or disqualification of the
Trans-India Director, the Trans-India Representatives shall
promptly identify a new director and, after written notice has been
given by the Trans-India Representatives to the Board, the Board
shall elect such nominee to the vacancy created by the resignation,
death, removal or disqualification of the Trans-India
Director.
5. Covenant to Vote.
Each Solar Stockholder shall appear in person or by proxy at any
annual or special meeting of shareholders of the Company for the
purpose of obtaining a quorum and shall vote all Voting Shares
owned by such Solar Stockholder, either in person or by proxy, at
any annual or special meeting of shareholders of the Company called
for the purpose of voting on the election of directors or by
written consent of shareholders with respect to the election of
directors, in favor of the election of the Trans-India
director.
6. Transfer Restrictions;
Legend.
(a) Transfer
Restrictions. Each of the Solar Stockholders hereby agrees
that all transfers of the Company’s capital stock made by it
shall be made subject to this Agreement and any transferee will
agree in writing to be bound by the terms and provisions of this
Agreement as a condition precedent to any such transfer;
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