SECURITIES ESCROW AGREEMENT


 


SECURITIES ESCROW AGREEMENT,
dated as of __________, 2012 (“Agreement”) by and among CIS Acquisition Ltd., a British Virgin Islands company (“Company”),
the undersigned parties listed as Initial Shareholders on the signature page hereto (the “Initial Shareholders”) and
Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”).


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated _________, 2012 (“Underwriting Agreement”) with Chardan Capital Markets
LLC (“Chardan”), as representative  of the underwriters named therein (collectively, the “Underwriters”)
in connection with a public offering (the “Public Offering”) by the Company of Units (as hereafter defined), pursuant
to which, among other matters, the Underwriters have agreed to purchase up to [_____] units (“Units”) of the Company,
each consisting of one Series A Share of the Company, par value $0.0001 per share (the “Series A Shares”), and one
Warrant (a “Warrant”). Each Warrant evidences the right of the holder thereof to purchase one ordinary share for $10.00,
subject to adjustment, as described in the Warrant Agreement dated as of __________, 2012 by and between the Company and Continental
Stock Transfer & Trust Company, as Warrant Agent; and


 


WHEREAS, pursuant to
the Placement Warrant Purchase Agreement, dated as of ____________, 2012, among the Company and the Initial Shareholders, the Company
has issued [_____] warrants (the “Private Placement Warrants”) to purchase ordinary shares in a private placement
that will occur immediately prior to the IPO (the “Private Placement”); and


 


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 the Series C Shares (the “Insider Shares”) owned by the
Initial Shareholders prior to the consummation of the Public Offering and the Private Placement and all of the Private Placement
Warrants (collectively “Escrow Securities”; provided, however, that if Chardan does not exercise the
over-allotment option in full, the Escrow Securities will equal such lesser amount as remains after the cancellation of shares
held in escrow pursuant to Section 3.1), in escrow as hereinafter provided; and


 


WHEREAS, the Company
and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter
provided.


 


NOW, THEREFORE, IT
IS AGREED:


 


1.            
Appointment of Escrow Agent.  The Company and the Initial Shareholders 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.  Prior to the date of the consummation of the Private Placement and the Public Offering,
the Initial Shareholders shall deliver to the Escrow Agent certificates representing his or her respective Escrow Securities to
be held and disbursed subject to the terms and conditions of this Agreement.  The Initial Shareholders acknowledge and
agree that the certificates representing their Escrow Securities will be legended to reflect the deposit of such Escrow Securities
under this Agreement.


 



    	 



    	 



    

 


3.            
Disbursement of the Escrow Securities.


 


3.1            
The Escrow Securities.  The Escrow Agent shall hold (1) the Escrow Securities listed under “Warrant Escrow”
on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating
that the Company’s initial Acquisition Transaction (as hereinafter defined) or post-acquisition tender offer, as the case
may be, has occurred (the “Warrant Escrow Period”) and (2) the Escrow Securities listed under “Share Escrow”
on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating
that 24 months have elapsed from the closing of the initial Acquisition Transaction or post-acquisition tender offer, as the case
may be (the “Share Escrow Period”; the Warrant Escrow Period and Share Escrow Period, each, an “Escrow Period”).  Notwithstanding
the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without
liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described
in the prospectus relating to the Public Offering.  Following the termination of an Escrow Period, the Escrow Agent shall,
upon written instructions from each of the Initial Shareholders and/or their Permitted Transferees (as defined in Section 4.3 below),
disburse the applicable Escrow Securities to the Initial Shareholders and/or such Permitted Transferees; provided however,
that if, after the Company consummates an Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation,
merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which
results in all of the shareholders of such entity having the right to exchange their Insider Shares or Warrants for cash,
securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer
or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is
then being consummated, release the Escrow Securities to the Initial Shareholders or their Permitted Transferees immediately prior
to the consummation of such transaction so that they can similarly participate; provided further, 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 applicable
Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided
further, that if the Escrow Agent is notified by the Company that Chardan did not exercise its over-allotment option (as
further described in the Registration Statement) or exercised it in part, an amount such that the remaining Insider Shares included
in the Escrow Securities shall not exceed 20% of the outstanding common stock post-Public Offering (but in no event more than [_____]
Insider Shares) shall be forfeited by the Initial Shareholders and any Permitted Transferee and cancelled by the Company and the
Escrow Agent shall promptly destroy the certificates representing such Insider Shares. For purposes of this Agreement, an “Acquisition
Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange,
asset acquisition, stock purchase or other similar acquisition transaction, or control and pursuant to which holders of Units
sold in the Public Offering have been granted redemption rights with respect to such Units.


  


3.2            
Company Covenants.  The Company hereby covenants and agrees to (i) cause its officers to act in good faith regarding
the release of the Escrow Securities pursuant to Section 3.1, and (ii) to promptly release the Escrow Securities after the end
of each Escrow Period, as applicable.


 


3.3            
Duties.  The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the
Escrow Securities in accordance with this Section 3.


 


4.            
Rights of the Initial Shareholders 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 and each of their affiliates and designees shall retain all of their rights
as shareholders of the Company during the applicable 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 applicable Escrow Period, all
dividends payable in cash with respect to the Escrow Securities shall be paid to the Initial Shareholders or its Permitted Transferees,
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 applicable Escrow Period, no sale, transfer, assignment or other disposition
may be made of any or all of the Escrow Securities except (i) by gift to an affiliate or a member of the immediate family of the
Initial Shareholder (or the immediate family of an Initial Shareholder’s officers and/or directors) or to a trust or
other entity, the beneficiary of which is the Initial Shareholders or one of their officers, directors (or member of their respective
immediate families), (ii) by virtue of the laws of descent and distribution upon death of any Initial Shareholder, or (iii) pursuant
to a qualified domestic relations order (such transferees, the “Permitted Transferees”); provided, however,
that such permissive 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 Letters signed by each Initial Shareholder and their affiliates and
designees transferring the Escrow Securities.  During the applicable Escrow Period, no Initial Shareholder or Permitted
Transferee shall pledge or grant a security interest in his, her or its Escrow Securities or grant a security interest in his,
her or its rights under this Agreement.


 


4.4            
Insider Letters.  Each of the Initial Shareholders and their affiliates and designees has executed a letter agreement
with Chardan and the Company, dated as indicated on Schedule A hereto (“Insider Letter”), and which is
filed as an exhibit to the Company’s Registration Statement on Form F-1, Registration No. 333-180224 with respect
to the Units to be issued in the Public Offering (the “Registration Statement”), respecting the rights and obligations
of such Initial Shareholder and its affiliates and designees 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 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 A 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 Shareholders
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.


 



    	 



    	 



    

 


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 Chardan and the Initial Shareholders or their Permitted Transferees, 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 Company and a majority of the Initial Shareholders or their Permitted Transferees,
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, without giving effect to any choice-of-law provisions thereof that would compel the application
of the substantive laws of any other jurisdiction.  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 (each, a “New York court”), 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 Initial Shareholder hereby acknowledges that Chardan is a third-party beneficiary
of this Agreement and this Agreement may not be modified or changed without the prior written consent of Chardan.


 


6.3            
Amendment.  This Agreement contains the entire agreement and understanding of the parties hereto with respect
to the subject matter hereof. This Agreement or any provision hereof may only be changed, amended or modified by a writing signed
by Escrow Agent and holders of 65% or more of the Escrow Securities, and with the consent of the holders of 80% of the Series A
Shares sold in the Public Offering (the “IPO Shares”), it being the specific intention of the parties hereto that each
holder of an IPO Share is and shall be a third-party beneficiary of this Section 6.3 with the same right and power to enforce this
Section 6.3 as any of the parties hereto.  For purposes of this Section 6.3, the “consent of the holders of 80%
of the IPO Shares” shall mean receipt by the Escrow Agent of a certificate from an entity certifying that either (i) the
holders of record of 80% of the IPO Shares outstanding as of a record date established in accordance with the applicable provisions
of the Company’s Amended and Restated Memorandum and Articles of Association and British Virgin Islands Law (“BVI Law”),
have voted in favor of such amendment or modification or (ii) the holders of record of 80% of the IPO Shares outstanding as of
a record date established in accordance with the applicable provisions of the the Company’s Amended and Restated Memorandum
and Articles of Association and BVI Law have delivered to such entity a signed writing approving such amendment or modification.


 


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:


 


If to the Company,
to:


 


CIS Acquisition Ltd.


89 Udaltsova Street, Suite 84


Moscow, Russia 119607


Attn: Chief Executive Officer


 


If to the Initial Shareholders
or their Permitted Transferees, to:


 


c/o CIS Acquisition Ltd.


89 Udaltsova Street, Suite 84


Moscow, Russia 119607


Attn: [Initial Shareholder]


 


and if to the Escrow
Agent, to:


 


Continental Stock Transfer & Trust Company


17 Battery Place, 8th Floor


New York, NY 10004


Attn: Compliance Department


Fax No. [____]


 


A copy of any notice
sent hereunder shall be sent to (but which shall not constitute notice):


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn:    Mitchell S. Nussbaum, Esq.


 


and:


 


Chardan Capital Markets LLC


17 State Street, Suite 1600


New York, NY 10004


Attn: Kerry Propper


Fax No.: (646) 465-9039


 


and:


[UW Counsel]


[Address]


Attn: [___]


Fax.: [___]


 


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 an  Acquisition Transaction within the time period(s) specified
in the Registration Statement.


 



    	 



    	 



    

 


- Signature page of the Company immediately
follows –


 



    	 



    	 



    

 


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


 


	CIS ACQUISITION LTD.
	 
	By:	 
	Name:	 
	Title:	 
	 
	Initial Shareholders:
	 
	 
	 
	By:	 
	Name:	 
	Title:	 
	 	 
	 	 
	 	 
	 
	By:	 
	Name:	 
	Title:	 
	 	 
	 	 
	 	 
	 
	By:	 
	Name:	 
	Title:	 
	 	 
	 	 
	 	 
	 	 
	 
	By:	 
	Name:	 
	Title:	 



 


- Signature page of Escrow Agent immediately
follows –


 


Securities Escrow Agreement


 



    	 



    	 



    

 


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


 


	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY,  as Escrow Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Securities Escrow Agreement


 



    	 



    	 



    

 


SCHEDULE A


 


	Warrant Escrow	 		 	 		 
	 	 		 	 	Warrant	 
	Name of Initial Shareholder	 	Number of	 	 	Certificate	 
	and Affiliates/Designees	 	Warrants	 	 	Number	 
		 	 		 	 	 		 
		 	 		 	 	 		 
		 	 		 	 	 		 




 


	Share Escrow	 		 	 		 
	 	 		 	 	Stock	 
	Name of Initial Shareholder	 	Number of	 	 	Certificate	 
	and Affiliates/Designees	 	Shares	 	 	Number	 
		 	 		 	 	 		 
		 	 		 	 	 		 





 


(1) Up to [____] shares subject to forfeiture pursuant to Section
3.1 of this Agreement.


 


 



    	 



    	 



    

 


EXHIBIT A


 


Escrow Agent Fees


 


	Description	 	Amount ($)
	 	 	 
	Fee for acting as Escrow Agent	 	[_____]