Form of Stock Escrow Agreement



 Exhibit 10.2 
 STOCK ESCROW AGREEMENT 
 STOCK ESCROW AGREEMENT, dated as of
                             , 2006 (“Agreement”) by and among Millennium India
Acquisition Company Inc., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and
                                        
        , a New York corporation (“Escrow Agent”). 
 WHEREAS, the Company has entered
into an Underwriting Agreement, dated                     , 2006 (“Underwriting Agreement”), with Ladenburg Thalmann & Co.
Inc. (“Ladenburg”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 12,000,000 units (“Units”) of
the Company. Each Unit consists of one share of the Company’s common stock, par value $.0001 per share (“Common Stock”), and one Warrant (“Warrant”), each Warrant to purchase one share of Common Stock, all as more fully
described in the Company’s final Prospectus, dated                     , 2006 (“Prospectus”) comprising part of the
Company’s Registration Statement on Form S-1 (File No. 333-133189) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on
                    , 2006 (“Effective Date”). 
 WHEREAS, the Initial Stockholders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto
(collectively “Escrow Shares”), in escrow as hereinafter provided. 
 WHEREAS, the Company and the Initial Stockholders desire that
the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided. 
 IT IS AGREED: 
 1. Appointment of Escrow Agent. The Company and the Initial Stockholders 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 Shares. On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms
and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement. 
 3. Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the six-month anniversary of the completion by the
Company of a business combination (“Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Shares to such Initial 







 Stockholder; 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 Shares; provided further, however, that if, after the Company consummates a Business
Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity
having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by either the Chairman of the Board or President of the Company, in form reasonably
acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial Stockholders. 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 Stockholders in Escrow Shares. 
 4.1. Voting Rights as a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided,
the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares. 
 4.2. Dividends and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to
the Escrow Shares shall be paid to the Initial Stockholders, but all dividends payable in stock 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 Shares” 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 Shares except (i) by gift to a member of Initial Stockholder’s immediate family or to a trust or
other entity, the beneficiary of which is an Initial Stockholder or a member of an Initial Stockholder’s immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Initial Stockholder, or (iii) pursuant
to a qualified domestic relations order; 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
Letter signed by the Initial Stockholder transferring the Escrow Shares. During the Escrow Period, the Initial Stockholders shall not pledge or grant a security interest in the Escrow Shares or grant a security interest in their rights under this
Agreement. 
 4.4. Insider Letters. Each of the Initial Stockholders has executed a letter agreement with Ladenburg and the Company,
dated as indicated on Exhibit A hereto, and which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such Initial Stockholder in certain events, including but not limited to
the liquidation of the Company. 
  

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 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 Shares 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 Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares 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 Shares 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. 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 Stockholders 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 
  

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 effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the
Escrow Shares 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 Shares with any court it reasonably 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. 
 6.2. Third Party Beneficiaries. Each of the Initial Stockholders hereby acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the prior written consent of Ladenburg. 
 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. It may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument. 
 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 be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so
delivered personally or, if mailed, two days after the date of mailing, as follows: 
 If to the Company, to: 
 Millennium India Acquisition Company Inc. 
 330 East 38th Street, Suite 46C 
 New York, New York 10016 
 Attn: F. Jacob
Cherian, President and Chief Executive Officer 
  

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 If to a Stockholder, to his address set forth in Exhibit A. 
 and if to the Escrow Agent, to: 
  
  
  
  
 Attn:                         

 A copy of any notice sent hereunder shall be sent to: 
 Greenberg Traurig LLP 
 MetLife Building 
 200 Park Avenue 
 New York, New York 10166

 Attn: Alan I. Annex, Esq. 
 and: 
 Ladenburg Thalmann & Co. Inc. 
 153 East 53rd Street 
 New York, New York 10022 
 Attn: Peter H. Blum 
 and: 
 Sonnenschein Nath & Rosenthal LLP 
 1221 Avenue of the Americas 
 New York, New York 10020 
 Attn: Ira I. Roxland, Esq. 
 The parties may
change the persons and addresses to which the notices or other communications are to be sent by giving written notice of any such change in the manner provided herein for giving notice. 
 6.7. Liquidation of the 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. 
  

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

			
	 MILLENNIUM INDIA ACQUISITION COMPANY INC.

		
	 By:
	 	  

		 	 F. Jacob Cherian, President and
 Chief Executive Officer

	
	 INITIAL STOCKHOLDERS:

	
	  

	 F. Jacob Cherian

	
	  

	 Suhel Kanuga

	
	  

	 Kishore Mirchandani

	
	  

	 Lawrence Burstein

	
	
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	 Chairman



  

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 EXHIBIT A 
  

							
	 Name and Address of
 Initial Stockholder
	  	Number
of Shares	  	Stock
Certificate Number	  	Date of
Insider Letter

  

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