Exhibit
      10.3

     

    SECURITIES
      ESCROW AGREEMENT

    


    This
      SECURITIES
      ESCROW AGREEMENT,
      dated
      as of [          ], 2008 (the
“Agreement”)
      by and
      among Indas Green Acquisition Corporation, a company formed under the laws
      of
      the Cayman Islands (the “Company”), the undersigned parties listed as Initial
      Shareholders on the signature page hereto (collectively, the “Initial
      Shareholders”) and Continental Stock Transfer & Trust Company, a New York
      corporation (the “Escrow
      Agent”).

     

    WHEREAS,
      the
      Company has entered into an Underwriting Agreement, dated
      [          ], 2008
      (“Underwriting
      Agreement”)
      with
      Chardan Capital Markets, LLC (“Chardan”) acting as representative of the several
      underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      5,250,000 units (not including the underwriters’ over-allotment option) (such
      units, “Units”)
      of the
      Company. Each Unit consists of one ordinary share of the Company, par value
      $.0001 per share (the “Ordinary
      Shares”),
      and
      one warrant (“Warrant”),
      each
      Warrant to purchase one Ordinary Share, all as more fully described in the
      Company’s definitive Prospectus, dated
      [          ], 2008 (the
“Prospectus”)
      comprising part of the Company’s Registration Statement on Form F-1 (File No.
      333-[          ]) under the
      Securities Act of 1933, as amended (the “Registration
      Statement”),
      declared effective on
      [          ], 2008 (the
“Effective
      Date”);
      

     

    WHEREAS,
      the
      Initial Shareholders have agreed, as a condition of the Underwriters’ obligation
      to purchase the Units pursuant to the Underwriting Agreement and to offer them
      to the public, to deposit all of their Ordinary Shares, as set forth opposite
      their respective names in Exhibit
      A
      attached
      hereto (collectively the “Escrow
      Shares”),
      in
      escrow as hereinafter provided; 

     

    WHEREAS,
      the
      Company has entered into an Amended and Restated Subscription Agreement with
      certain persons (the “Initial
      Warrantholders”,
      and
      together with the Initial Shareholders, the “Initial
      Holders”),
      dated
      June ___, 2008 (the “Subscription
      Agreement”),
      pursuant to which the Initial Warrantholders have agreed to purchase 1,970,000
      warrants (the “Private
      Warrants”)
      in a
      private placement transaction;

     

    WHEREAS,
      the
      Initial Warrantholders have agreed as a condition of the sale of the Private
      Warrants to deposit the Private Warrants (together with the Escrow Shares,
      the
“Escrow
      Securities”),
      with
      the Escrow Agent as hereinafter provided; and

     

    WHEREAS,
      the
      Company and the Initial Holders 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 foregoing and the agreements and covenants herein
      contained, and intending to be legally bound, the parties hereto agree as
      follows:

     

    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Holders 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 Holders shall deliver to the
      Escrow Agent certificates representing his, her or its respective Escrow
      Securities, to be held and disbursed subject to the terms and conditions of
      this
      Agreement. Each Initial Holder acknowledges and agrees that the certificates
      representing his or her Escrow Securities will bear a legend to reflect the
      deposit of such Escrow Securities under this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Disbursement
      of the Escrow Securities.
      

     

    3.1 The
      Escrow Agent shall hold the Escrow Shares and the Private Warrants until the
      termination of their respective Escrow Period (as defined below). In the case
      of
      the Escrow Shares, the “Escrow
      Period”
shall
      be the period beginning on the date the certificates representing the Shares
      are
      deposited with the Escrow Agent and ending on the date that is the earlier
      of
      (i) two (2) years after the effective date of the Company’s Registration
      Statement with respect to its initial public offering (the “IPO”) of its
      securities (but in no event prior to the consummation of the initial Business
      Combination), or (ii) one year following consummation of its initial Business
      Combination. In the case of the Private Warrants, the “Escrow Period” shall be
      the period beginning on the date the certificates representing the Private
      Warrants are deposited with the Escrow Agent and ending on the day after the
      date of the consummation of the initial Business Combination. On the termination
      date of the applicable Escrow Period, the Escrow Agent shall, upon receiving
      written
      instructions from a duly authorized officer of the Company,
      disburse each of the Initial Holders’ Escrow Securities to such Initial Holder;
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; and,
      provided further,
      that
      if, after the Company consummates its initial Business Combination, it (or
      the
      surviving entity) subsequently consummates a liquidation, merger, share exchange
      or other similar transaction which results in all of its shareholders of such
      entity having the right to exchange their Ordinary Shares for cash, securities
      or other property, then the Escrow Agent will, upon receipt of a notice,
      executed by the Chairman, Chief Executive Officer or Chief Financial Officer
      of
      the Company, in form reasonably acceptable to the Escrow Agent, certifying
      that
      such transaction is then being consummated, release the Escrow Shares to the
      Initial Shareholders so that they can similarly participate. The Escrow Agent
      shall have no further duties hereunder after the disbursement or destruction
      of
      the Escrow Shares in accordance with this Section 3.

     

    4. Rights
      of Initial Holders in Escrow Securities.

     

    4.1 Voting
      Rights as a Shareholder.
      Subject
      to the terms of the Insider Letters described in Section 4.4 hereof and except
      as herein provided, the Initial Shareholders shall retain all of their rights
      as
      shareholders of the Company
      with
      respect to the Escrow Shares during
      the Escrow Period, including, without limitation, the right to vote such
      shares.

     

    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 Shareholders, but all dividends payable
      in shares or other non-cash property (“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 Holders’
immediate family or to a trust or other entity, the beneficiary of which is
      an
      Initial Holder or a member of an Initial Holder’s immediate family, (ii) by
      virtue of the laws of descent and distribution upon death of any Initial Holder,
      (iii) pursuant to a qualified domestic relations order, (iv) to an Initial
      Holder, (v) to any person or entity controlling, controlled by, or under common
      control with, an Initial Holder or (vi) with respect to an Initial Holder who
      is
      an individual, to an entity controlled by such Initial Holder; provided,
      however, that such permitted 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
      Holder transferring the Escrow Securities. During the Escrow Period, the Initial
      Holders shall not pledge or grant a security interest in the Escrow Securities
      or grant a security interest in their rights under this
      Agreement.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.4 Insider
      Letters.
      Each of
      the Initial Holders (other than Chardan) has executed a letter agreement with
      Chardan and the Company, dated as of the Effective Date, and which is filed
      as
      an exhibit to the Registration Statement (“Insider
      Letter”),
      respecting the rights and obligations of such Initial Holder 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 reasonable compensation from the Company
      for
      all services rendered by it hereunder, as set forth on Exhibit
      B
      hereto.
      The Escrow Agent shall also be entitled to reimbursement from the Company for
      all 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.

     

    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial Holders
      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.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 and approved by Chardin, 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 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.

     

    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. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this Agreement shall be brought and enforced
      in
      the courts of the State of New York or the United States District Court for
      the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.

     

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

     

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


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Company, to:

    


    Indas
      Green Acquisition Corporation 

    Level
      30-31, Six Battery Road

    Raffles
      Place

    Singapore
      049909

    Tel
      : +65
      63028360 

    Fax:
      +65
      [                            ]

    Attn:
      Ashish Wadhwani 

     

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

     

    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      [                            ]

    Fax
      No.:
      [                            ]

     

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

    


    Ellenoff
      Grossman & Schole LLP 

    150
      East
      42nd
      Street,
      11th
      Floor

    New
      York,
      NY 10017

    Attn:
      Stuart Neuhauser, Esq. 

    Fax
      No.
      212-370-7889

     

    and:

    


    Chardan
      Capital Markets, LLC

    17
      State
      Street, Suite 1600

    New
      York,
      New York 10004

    Attn:
      Kerry Propper

    Fax
      No:
      (___) ___-____

     

    and:

    


    Mitchell
      S. Nussbaum, Esq.

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    (212)
      407-4000

    Fax
      No:
      (212) 407-4990 


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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.

     

    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
      Prospectus.

     

    6.8 Waiver.
      Notwithstanding anything herein to the contrary, the Escrow Agent hereby waives
      any and all right, title, interest or claim of any kind (“Claim”)
      in or
      to any distribution of the Trust Account, and hereby agrees not to seek
      recourse, reimbursement, payment or satisfaction for any Claim against the
      Trust
      Account for any reason whatsoever.

     

    


    6.9 Counterparts.
      This
      Agreement may be executed in several counterparts each one of which shall
      constitute an original and may be delivered by facsimile transmission and
      together shall constitute one instrument.

    


    WITNESS
      the execution of this Agreement as of the date first above
      written.

    


    
      	
              INDAS
                GREEN ACQUISITION CORPORATION

            
	 	 
	
              By:

            	
               

            
	 	
              Name:
                Ashish Wadhwani

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY

            
	 	 
	
              By:

            	
               

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              INITIAL
                HOLDERS:

            
	
              Mission
                Biofuels Limited

            
	 	 
	
              By:

            	 
	 	
              Name:
                Arvind Bansal

            
	 	
              Title:
                Executive Director

            
	 	 
	
              Level
                8, 50 St Georges Terrace, Perth,

            
	
              Western
                Australia, WA 6000

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      	
              Value
                Insights LLP

            
	 	 	 
	
              By:

            	 
	 	
              Name:
                Ashish Wadhwani

            
	 	
              Title:
                Chief Executive Officer

            
	 	 	 
	
              Level
                30-31, Six Battery Road

            
	
              Raffles
                Place

            
	
              Singapore
                049909

            
	 	 	 
	 	
              By:

            	
               

            
	 	
              Nagarajan
                Balasubramanian

            
	 	 	 
	 	
              By:

            	
               

            
	 	
               

            	
              Robert
                Lees

            
	 	 	 
	 	
              By:

            	
               

            
	 	
               

            	
              Tyler
                Tibbetts

            
	 	 
	
              Chardan
                Capital Markets, LLC

            
	 	 	 
	
              By: 

            	
               

            
	 	
              Name: 

            	
               

            
	 	
              Title: 

            	
               

            
	 
	17
              State Street, Suite 1600
	New
              York, NY 10004


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    
      	
              Investor

            	
               

            	
              Investors
                Address

              and
                Facsimile Number

            
	 	 	 
	
              Name:
                Mission Biofuels Limited 

              Number
                of Shares: 

              Number
                of Warrants: 

            	 	
              Level
                8, 50 St Georges Terrace, Perth, 

              Western
                Australia, WA 6000

              Attn:
                Arvind Bansal

              Facsimile
                Number: 

            
	 	 	 
	
              Name:
                Value Insights LLP

              Number
                of Shares: 

               

            	 	
              Level
                30-31, Six Battery Road

              Raffles
                Place

              Singapore
                049909

              Attn:
                Ashish Wadhwani

              Facsimile
                Number:  

            
	 	 	 
	
              Tyler
                Tibbetts

              Number
                of Shares: 

            	 	
              [Address]

              Facsimile
                Number:

            
	 	 	 
	
              Robert
                Lees

              Number
                of Shares: 

            	 	
              [Address]

              Facsimile
                Number:

            
	 	 	 
	
              Nagarajan
                Balasubramanian

              Number
                of Shares: 

            	 	
              [Address]

              Facsimile
                Number:

            
	 	 	 
	
              Chardan
                Capital Markets, LLC

              Number
                of Warrants: 

            	 	
              17
                State Street, Suite 1600

              New
                York, NY 10004

              Facsimile
                Number:

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    Escrow
      Agent Fees

     

    $____
      annually for acting agent escrow fee.

     

    Initial
      acceptance fee and first year agent fee to be paid at closing.