Form of Voting Agreement



 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;
provided that any transfers made in compliance with the Lock-Up Agreement entered into between the Solar Stockholders and the Company may be made without restriction and any shares so transferred shall be re-issued without the legend set forth in
Section 6(b). 
  

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 (b) Legend. Each of the Solar Stockholders hereby agrees that each certificate representing
any shares of capital stock of the Company held by such Solar Stockholders shall be endorsed with a legend in substantially the following form: 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING REQUIREMENTS AND OTHER RESTRICTIONS SET FORTH IN A VOTING AGREEMENT BETWEEN THE HOLDER OF THIS CERTIFICATE AND CERTAIN OTHER PARTIES. TRANSFER OF THE SECURITIES IS
SUBJECT TO THE RESTRICTIONS CONTAINED IN SUCH AGREEMENT. 
 7. Additional Shares. If, after the date hereof, the Solar Stockholders acquire
beneficial or record ownership of any additional shares of capital stock of the Company (any such shares, “Additional Shares”) as a result of any stock dividend or stock split of the Voting Shares, the provisions of this
Agreement shall thereafter be applicable to such Additional Shares as if such Additional Shares had been held by the Solar Stockholders as of the date hereof. The provisions of the immediately preceding sentence shall be effective with respect to
Additional Shares without action by any person or entity immediately upon the acquisition by the Solar Stockholders of the beneficial ownership of the Additional Shares. 
 8. Termination. This Agreement shall commence on the Closing Date and continue in force and effect until March 31, 2010. On March 31, 2010, except as otherwise set forth herein, the
restrictions and obligations set forth herein shall terminate and be of no further effect, except that Solar Stockholders shall each be entitled to receive certificate(s) representing such holder’s shares without the legend required by
Section 6 herein upon the surrender of the certificate(s) representing such shares to the Company. 
 9. Governing Law. This Agreement and
the legal relations among the parties shall be governed by, and construed in accordance with, the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to
the extent the laws of Delaware are mandatorily applicable. 
 10. Notices. Any notices required or permitted to be sent hereunder shall be
delivered personally or by courier service to the following addresses, or such other address as any party hereto designates by written notice to the other party. Provided, however, a transmission per facsimile or email shall be sufficient and shall
be deemed to be properly served when the facsimile or email is received if the signed original notice is received by the recipient within three (3) calendar days thereafter. 
  

	 	(a)	If to the Company, to: 

 Solar Semiconductor Corporation

 1292 Kifer Road, Suite 808 
 Sunnyvale, California 94086 USA 
 Attention: Hari Surapaneni, President and CEO 
 Facsimile No.: (408) 329-5354 
  

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 with a copy to (which shall not constitute notice): 
 Solar Semiconductor Corporation 
 1292 Kifer
Road, Suite 808 
 Sunnyvale, California 94086 USA 
 Attention: Mike Ross, VP Admin, HR and Legal 
 Fax: (408) 329-5354 
 and 
 Hayden Bergman Rooney, Professional
Corporation 
 150 Post Street, Suite 650 
 San Francisco, California 94108 USA 
 Attention: Kevin K. Rooney 
 Facsimile No.: (415) 399-9320 
 (b) If
to a Solar Stockholder, to the address for such Solar Stockholder set forth on Schedule B hereto. 
 or to such other address as any party may have furnished
to the others in writing in accordance herewith. 
 11. Miscellaneous. 
 (a) Binding Effect. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. 
 (b) Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the party hereto
to whom it is being enoforced. Notwithstanding the foregoing, this Agreement may be amended without consent to add any additional holders of capital stock of SSL on or prior to the Closing Date that are included in the Second Closing or an
Additional Closing as a party to this Agreement by executing and delivering a counterpart signature page to this Agreement, and such party shall have the rights and obligations of a “Solar Stockholder” hereunder. Immediately after any such
Solar Stockholder is added as a party to this Agreement, Schedule A hereto will be amended to list the additional Solar Stockholder. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right. 
 (c) Construction; Interpretation. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any 

  

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party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provisions of this Agreement or the Exchange Agreement or any agreements related thereto. The words “including,” “include” and other words of similar import shall be deemed to be followed
by the words “without limitation.” 
 (d) Counterparts; Facsimile Execution. This Agreement may be executed in two or
more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or electronic mail signature page were an original thereof. 
 (e) Entire
Agreement. The Agreement and the schedules attached thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents and schedules. 
 (f)
Severability of Provisions. The provisions of this Agreement shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
provision of this Agreement would be held to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as to be invalid, prohibited or unenforceable, it shall be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such provision. 
 (g) Controlling Agreement. To
the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Exchange Agreement, the terms of this Agreement shall control. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and made and
entered into effective as of the date first set forth above. 
  

			
	SOLAR SEMICONDUCTOR CORPORATION
		
	By:	 	 
	Name:	 	
	Title:	 	


  

			
	SOLAR STOCKHOLDERS:
	
	SEE SCHEDULE B ATTACHED HERETO
	
	TRANS-INDIA REPRESENTATIVES:
	
	 
	BOBBA VENKATADRI
	
	 
	CRAIG COLMAR


 Signature Page to Voting Agreement 







 SCHEDULE A 
 Solar Stockholders’ Voting Shares 







 SCHEDULE B 
  


			
	SOLAR STOCKHOLDER:
	
	 
	(Stockholder name if an entity)
	
	 
	(Signature)
	
	 
	(Print Name)
	
	 
	(Print title if signing on behalf of an entity)

 Signature Page to Voting Agreement