CITIUS
      POWER LIMITED

     

    SHARE
      SUBSCRIPTION AGREEMENT

     

    March
      1, 2008

     

    
      
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          i -

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CITIUS
      POWER LIMITED

     

    SHARE
      SUBSCRIPTION AGREEMENT

     

    This
      agreement (the “Agreement”)
      is
      entered into as of March 1, 2008 (the “Effective
      Date”)
      by and
      between:

     

    
      	 	
              1.

            	
              Citius
                Power Limited,
                a
                limited liability company incorporated under the laws of the Republic
                of
                Mauritius with a Category 1 Global Business Licence and having its
                registered office at c/o Matco Limited, Suite 137 2nd
                Floor, Harbour Front Building, President John Kennedy Street, Port
                Louis,
                Mauritius (the “Company”);

            


    

     

    
      	 	
              2.

            	
              Phoenix
                India Acquisition Corp.,
                a
                Delaware corporation having its registered office at 590 Madison
                Avenue,
                6th Floor, New York, NY 10022, USA (“PIAC,”
                which expression shall, unless inconsistent with the subject or context,
                be deemed to include its successors and permitted assigns);
                and

            


    

     

    
      	 	
              3.

            	
              The
                persons named in Schedule I hereto (hereinafter referred to collectively
                as the “Promoters”
                and individually as a “Promoter”),
                indirectly holding Equity Shares in the Company through its wholly
                owned
                subsidiaries set forth opposite each such Promoter’s name in Schedule I
                hereto.

            


    

     

    The
      Company, PIAC and the Promoters are hereinafter referred to individually as
      a
“Party”
and
      collectively as the “Parties”.

     

    Unless
      the context otherwise requires, all capitalized terms used but not otherwise
      defined herein shall have the meanings set forth in Schedule II. Other terms
      may
      be defined elsewhere in the text of this Agreement and, unless otherwise
      indicated, shall have such meaning throughout this Agreement.

     

    WHEREAS,

     

    
      	 	
              A.

            	
              The
                Company desires to allot, issue and deliver to PIAC, and PIAC desires
                to
                subscribe to 4,500,000 (Four Million Five Hundred Only) Convertible
                Preference Shares; and

            


    

     

    
      	 	
              B.

            	
              The
                Parties hereto desire to enter into this Agreement and the Shareholders’
                Agreement to record their respective representations, warranties,
                covenants and agreements with respect to the transactions contemplated
                hereby, as set forth herein.

            


    

     

    NOW,
      THEREFORE,
      in
      consideration of the representations, promises and mutual covenants and
      agreements set forth herein, the Parties agree as follows:

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      	1.	
              Authorization,
                Allotment And Issuance Of Convertible Preference
                Shares

            


    

     

    Amendment
      of Constitutional Documents; Authorization of Issuance of Convertible Preference
      Shares  

     

    The
      Company and the Group Company (to the extent required) will, before Closing,
      adopt the restated Memorandum and Articles of Association to make such changes
      as are necessary or appropriate to carry out the provisions of this Agreement
      and to incorporate the provisions of the Shareholders’ Agreement, in form and
      substance satisfactory to PIAC. The Company will, before Closing, authorize
      the
      issuance to PIAC of 4,500,000 (Four Million Five Hundred Thousand Only)
      Convertible Preference Shares. 

     

    Allotment
      and Issuance of Convertible Preference Shares

     

    Subject
      to the terms and conditions of this Agreement, PIAC agrees to subscribe to,
      and
      the Company agrees to allot, issue and deliver to PIAC, 4,500,000 (Four Million
      Five Hundred Thousand Only) Convertible Preference Shares at the subscription
      price of USD 10 per Convertible Preference Share
      and thus
      an aggregate subscription price of USD 45,000,000 (the “Aggregate
      Subscription Price”).

     

    
      	2.	
              Closing
                of the Convertible Preference Shares;
                Use of Proceeds

            


    

     

    Closing

     

    The
      Company shall allot, issue and deliver 4,500,000 (Four Million Five Hundred
      Only) Preference Shares to PIAC at closing (“Closing”).
      Closing shall take place at a time and place mutually agreed between the Parties
      on a date to be specified by the Company and PIAC, which date shall be no later
      than two (2) Business Days after the satisfaction or waiver (subject to
      Applicable Law) of the latest to occur of the conditions set forth in Sections
      4
      and 5 (other than those conditions that by their nature are to be satisfied
      or
      waived at Closing), unless extended by mutual agreement of the Company and
      PIAC. 

     

    Delivery  

     

    At
      Closing, the Company shall deliver to PIAC a share certificate duly stamped
      and
      registered in PIAC’s name representing the number of Convertible Preference
      Shares that PIAC is subscribing at Closing against payment of the Aggregate
      Subscription Price, by wire transfer in accordance with the Company’s
      instructions, which instructions the Company shall deliver to PIAC not less
      than
      five (5) Business Days prior to Closing. 

     

    Within
      five (5) Business Days of Closing, the Company shall deliver to PIAC a certified
      copy of all relevant filings which shall have been made pursuant to Applicable
      Law by the Company in relation to the Convertible Preference Shares that PIAC
      is
      subscribing at Closing. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Use
      of Proceeds  

     

    The
      Company will use the proceeds from Closing in the following manner:

     

    
      	 	
              (i)

            	
              retain
                USD 2,500,000 in its bank accounts in
                Mauritius;

            


    

     

    
      	 	
              (ii)

            	
              pay
                expenses, advisers’ fees and other costs incurred by the Company and its
                Affiliates in connection with the transactions contemplated by the
                Transaction Agreements, including previously contemplated asset
                acquisition and financing efforts, as disclosed in writing to
                PIAC;

            


    

     

    
      	 	
              (iii)

            	
              investing
                USD 42,500,000 in the Group Company in order that the Group Company
                shall
                acquire wind energy assets and develop new wind and other renewable
                energy
                generation facilities in return for which the Group Company shall issue
                16,955,375 equity shares of par
                value Rs. 10 at a premium of Rs. 90 and thus an issue price of Rs.
                100
                each to the Company, to be calculated with reference to the daily
                average
                exchange rate published in the Financial Times newspaper in
                London.

            


    

     

    The
      Company and each Promoter shall procure that the funds are utilized for
      acquisition of assets in accordance with the terms and conditions set out in
      this Agreement and the Shareholders’ Agreement and as may be agreed upon with
      PIAC. 

     

    
      	3.	
              Conversion
                of the Convertible Preference
                Shares

            


    

     

    Conversion 

     

    3.1 PIAC
      shall have the right to convert the Convertible Preference Shares, at its
      option, at any time after twenty four (24) months following Closing, if an
      IPO
      or other Liquidity Event has not taken place; provided however, the Convertible
      Preference Shares shall mandatorily convert into Equity Shares at the time
      of an
      IPO. 

     

    3.2 The
      Convertible Preference Shares owned by PIAC shall be convertible into Equity
      Shares in the ratio of 8.25 Equity Shares for every Convertible Preference
      Share. Accordingly, upon conversion of all of the Convertible Preference Shares
      in issue, PIAC will own 37,142,857 Equity Shares. At Closing the Equity
      Shareholders will own all outstanding Equity Shares aggregating to 20,000,000
      (Twenty Million Only) shares with a combined value of USD 20,000 (USD Twenty
      Thousand Only). After Closing, PIAC will own 65% of the Shares of the Company
      and the Equity Shareholders will own 35% of the Shares of the Company on a
      Fully
      Diluted Basis. This Section shall be without prejudice to the Promoters’ rights
      to subscribe to additional Equity Shares at par value pursuant to Schedule
      III
      of the Shareholders’ Agreement.

     

    3.3 The
      Promoters and the Company shall, on a best efforts basis, endeavour to achieve
      an IPO within twenty four (24) months of Closing on any recognised stock
      exchange, or other Liquidity Event, as may be mutually agreed upon by the
      Promoters and PIAC in light of prevailing market conditions and the state of
      the
      Company’s business and financial condition. The terms, timing and final pricing
      as well as the selection of the investment banker or merchant banker shall
      be
      subject to the approval of the Board of Directors of the Company. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	4.	
              Conditions
                to PIAC’s Obligations to Subscribe to the Convertible Preference
                Shares

            


    

     

    PIAC’s
      obligation to subscribe to the Convertible Preference Shares at Closing is
      subject to the satisfaction on or before Closing of the following conditions,
      unless waived in writing by PIAC:

     

    Representations
      and Warranties  

     

    The
      representations and warranties made by the Company and the Promoters in Section
      6 herein shall be true and correct when made and as at Closing (unless stated
      to
      relate to a specific earlier date, in which case such representations and
      warranties shall be true and correct as of such earlier date).

     

    Covenants  

     

    All
      covenants, agreements and conditions contained in the Transaction Agreements
      to
      be performed by the Company or the Promoters on or before Closing shall have
      been performed or complied with.

     

    Shareholders’
      Agreement  

     

    Each
      of
      the Company and the Promoters shall have duly stamped and executed and delivered
      the Shareholders’ Agreement and the same shall be in full force and effect and
      shall be legal, valid, binding and enforceable against the parties thereto
      in
      accordance with the terms thereof.

     

    Memorandum
      and Articles 

     

    The
      restated Memorandum and Articles, in
      form
      and substance satisfactory to PIAC,
      shall
      have been duly adopted by the Company and the Group Company, by all requisite
      Board and shareholder action, shall have been filed with the respective
      Registrar of Companies, shall be in full force and effect and all requisite
      approvals, consents and authorizations related thereto shall have been
      obtained.

     

    Ownership  

     

    At
      Closing, all of the outstanding Equity Shares and options, if any, shall be
      owned by the Equity Shareholders and all the outstanding Convertible Preference
      Shares shall be owned by PIAC.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Closing
      Deliverables 

     

    The
      Company shall have delivered to PIAC the following:

     

    
      	 	
              i.

            	
              duly
                executed copies of all Transaction Agreements (and any amendments
                thereto); 

            


    

     

    
      	 	
              ii.

            	
              appropriate
                corporate documents authorizing the allotment, issuance and delivery
                of
                the Convertible Preference Shares;

            


    

     

    
      	 	
              iii.

            	
              a
                certificate, dated as of Closing, certifying as to the incumbency
                and
                signatures of certain Directors and/or officers of the Company and
                a
                certificate from the Company, dated as of Closing, certifying as
                to the
                effectiveness of the restated Memorandum and Articles and Board and
                shareholders resolutions attached thereto, all of them required to
                be
                adopted and delivered in order to carry out the transactions contemplated
                by this Agreement and the other Transaction Agreements, including,
                without
                limitation, the authorization, allotment, issuance and delivery and
                execution of the Convertible Preference Shares, authorizations and
                execution of this Agreement and the other Transaction Agreements
                to which
                the Company is a party and appointment of the PIAC Directors (as
                defined
                in the Shareholders’ Agreement) to the Board in accordance with the
                Shareholders’ Agreement;

            


    

     

    
      	 	
              iv.

            	
              a
                certificate from an officer of the Company, dated as of Closing,
                certifying as to the accuracy of the representations and warranties
                of the
                Company herein and in the other Transaction Agreements at and as
                of
                Closing and as to the compliance of the Company with all agreements
                and
                conditions hereunder and under the other Transaction Agreements required
                to be performed or complied by at or prior to
                Closing;

            


    

     

    
      	 	
              v.

            	
              an
                opinion of counsel for the Company and the Promoters, in form and
                substance satisfactory to PIAC, addressing matters as are customarily
                addressed in transactions contemplated by the Transaction Agreements,
                including, without limitation, to the effect
                that:

            


    

     

    
      	 	
              a.

            	
              The
                Company has been duly incorporated and is validly existing as a
                corporation in good standing under the laws of the Republic of Mauritius,
                with full corporate power and authority to own or lease, as the case
                may
                be, and to operate its properties and conduct its business and to
                enter
                into and to perform its obligations under the Transaction
                Agreements;

            


    

     

    
      	 	
              b.

            	
              The
                Convertible Preference Shares have been duly authorized and, when
                issued
                and delivered in accordance with the terms of this Agreement, will
                be
                validly issued, fully paid and non-assessable, and the issuance of
                the
                Convertible Preference Shares will not be subject to any pre-emptive
                rights, rights of first refusal or similar rights, and, to the best
                of
                such Counsel’s knowledge, no options, warrants or other rights to
                purchase, agreements or other obligations to issue, or rights to
                convert
                any obligations into or exchange any securities for, shares of capital
                stock of the Company are
                outstanding;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              c.

            	
              The
                Transaction Agreements have been duly authorized, executed and delivered
                by the Company and the Promoters and constitute legal, valid and
                binding
                obligations of the Company and the Promoters, enforceable against
                the
                Company and the Promoters in accordance with the terms thereunder
                except:
                (i) as limited by applicable bankruptcy, insolvency, reorganization,
                moratorium and other laws of general application affecting enforcement
                of
                creditors’ rights generally; and (ii) as limited by laws relating to the
                availability of specific performance, injunctive relief or other
                equitable
                remedies or by general principles of
                equity;

            


    

     

    
      	 	
              d.

            	
              The
                execution and delivery of the Transaction Agreements by the Company,
                the
                performance by the Company of its obligations pursuant to the Transaction
                Agreements, the consummation of the transactions contemplated by
                the
                Transaction Agreements and the allotment, issuance and delivery of
                the
                Convertible Preference Shares will not result in any violation of,
                or
                conflict with, or constitute a default under, the Articles or Memorandum,
                each as amended to date, or any Applicable Law or any agreement or
                other
                instrument binding upon the Company that is material to the Company;
                

            


    

     

    
      	 	
              e.

            	
              The
                execution and delivery of the Transaction Agreements by the Promoters
                and
                the performance by the Promoters of their obligations pursuant to
                the
                Transaction Agreements will not result in any violation of any Applicable
                Law; 

            


    

     

    
      	 	
              f.

            	
              The
                Shares outstanding prior to the issuance of the Convertible Preference
                Shares have been duly authorized and are validly issued, fully paid
                and
                non-assessable;

            


    

     

    
      	 	
              g.

            	
              There
                is no pending or, to the best of such counsel’s knowledge, threatened
                action, suit or proceeding by or before any Governmental Entity or
                any
                arbitrator involving the Company or its property;
                and

            


    

     

    
      	 	
              h.

            	
              The
                Company has complied, and is in compliance with, all Applicable Laws,
                and
                the Company has all Permits (as defined below in Section 6.11) to,
                and
                necessary in, the conduct of its business as currently conducted
                and as
                currently planed to be conducted;
                and

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              i.

            	
              The
                restated Memorandum and Articles have been duly adopted by the Company
                by
                all requisite Board and shareholder action, are in full force and
                effect,
                have been filed with the applicable Governmental Entity and all requisite
                approvals, consents and authorizations related thereto have been
                obtained.

            


    

     

    
      	 	
              vi.

            	
              drafts
                of all relevant filings to be made by the Company in relation to
                the
                Convertible Preference Shares that PIAC is subscribing to at
                Closing.

            


    

     

    No
      Material Adverse Event  

     

    No
      event,
      occurrence, fact, condition, change or development shall exist or have occurred
      or come to exist since the Effective Date that, individually or in the
      aggregate, has had or could reasonably be expected to have a material adverse
      effect on the business, prospects, operations, properties, condition (financial
      or otherwise) or results of operations of the Company or the Group Company
      (a
“Material
      Adverse Effect”).

     

    No
      Injunctions or Restraints; Illegality  

     

    No
      order
      issued by any court of competent jurisdiction or other legal or regulatory
      restraint or prohibition preventing the consummation of the transactions
      contemplated by this Agreement shall be in effect, nor shall any proceeding
      seeking any of the foregoing be pending, nor shall there be any action taken,
      or
      any statute, rule, regulation or order enacted, entered, enforced or threatened,
      which makes the consummation of the transactions illegal.

     

    Absence
      of Proceedings  

     

    There
      shall not be pending or, with reasonable likelihood of success, threatened
      any
      suit, action or proceeding (a “Proceeding”)
      (i) seeking to prohibit or limit the ownership by PIAC of any securities of
      the Company, or to compel PIAC, its Affiliates or the Company to dispose of
      or
      hold separate any securities of the Company as a result of the transactions
      contemplated by the Transaction Agreements or (ii) seeking to impose
      limitations on the ability of PIAC to acquire or hold, or exercise full rights
      of ownership of, the Shares or (iii) seeking to prohibit PIAC or any of its
      Affiliates from participating in any material respect the business or operations
      of the Company.

     

    Due
      Diligence

     

    Completion
      of the due diligence with respect to the Company and the Group Company to the
      satisfaction of PIAC.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Co-operation
      

     

    The
      Company and the Promoters having extended all reasonable cooperation to PIAC
      in
      obtaining all approvals and other corporate authorisations in connection with
      the consummation of the transactions contemplated by this Agreement and the
      Shareholders’ Agreement. 

     

    
      
        	5.	
                Conditions
                  to the Company’s Obligations to Issue the Convertible Preference
                  Shares

              


      

    

     

    The
      Company’s obligation to allot, issue and deliver the Convertible Preference
      Shares at Closing is subject to the satisfaction on or before Closing of the
      following conditions, unless waived in writing by the Company:

     

    Representations
      and Warranties  

     

    The
      representations and warranties made by PIAC in Section 7 hereunder and in
      the other Transaction Agreements shall be true and correct when made and as
      of
      the date of Closing (unless stated to relate to a specific earlier date, in
      which case such representations and warranties shall be true and correct as
      of
      such earlier date).

     

    Covenants  

     

    All
      covenants, agreements and conditions contained in this Agreement and the other
      Transaction Agreements to be performed by PIAC on or before the date of Closing
      shall have been performed or complied with.

     

    Approvals

     

    PIAC
      having obtained all approvals and other corporate authorisations as may be
      necessary in connection with its subscription to the Convertible Preference
      Shares under this Agreement; provided that, to the extent required, the Company
      and the Promoters shall extend all reasonable cooperation to PIAC in obtaining
      such approvals.

     

    Shareholders’
      Agreement  

     

    PIAC
      shall have duly executed and delivered the Shareholders’ Agreement and the same
      shall be in full force and effect and shall be legal, valid, binding and
      enforceable against the parties thereto in accordance with the terms
      thereof.

     

    No
      Injunctions or Restraints; Illegality  

     

    No
      order
      issued by any court of competent jurisdiction or other legal or regulatory
      restraint or prohibition preventing the consummation of the transactions
      contemplated by this Agreement shall be in effect, nor shall any proceeding
      seeking any of the foregoing be pending, nor shall there be any action taken,
      or
      any statute, rule, regulation or order enacted, entered or enforced, which
      makes
      the consummation of the transactions illegal.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        
          	6.	
                  Representations
                    and Warranties of the Company and the Promoters

                


        

      

    

     

    The
      Company and each of the Promoters represent and warrant to PIAC, as of the
      date
      hereof and as of the date of Closing (with reference to the facts and
      circumstances then existing), as follows:

     

    Organization,
      Good Standing  

     

    (a)
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the Republic of Mauritius, and has made all filings and
      secured all approvals necessary for the conduct of its business and as required
      by law, other than such filings and approvals, the absence of which would not
      result in a Material Adverse Effect. The Company has requisite corporate power
      and authority to own, lease and operate its properties and assets, to carry
      on
      its business as currently conducted or currently proposed to be conducted and
      to
      execute and deliver, and to perform its obligations pursuant to the Transaction
      Agreements to which it is a party. The Company has requisite corporate power
      and
      authority to allot, issue and deliver the Convertible Preference Shares and
      to
      perform its obligations pursuant to the Articles and the Memorandum. 

     

    (b)
       The
      Group
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the Republic of India, and has made all filings and secured
      all approvals necessary for the conduct of its business and as required by
      law,
      other than such filings and approvals, the absence of which would not result
      in
      a Material Adverse Effect. The Group Company has requisite corporate power
      and
      authority to own, lease and operate its properties and assets, to carry on
      its
      business as currently conducted or currently proposed to be conducted and to
      execute and deliver, and to perform its obligations pursuant to the Transaction
      Agreements. 

     

    Capitalization 
      

     

    (a)
      As of
      the date hereof, the issued, subscribed and paid up capital of the Company
      is
      USD 20,000 (Twenty Thousand Only) comprising 20,000,000 (Twenty Million Only)
      Equity Shares and no Convertible Preference Shares have been issued. At Closing,
      all of the outstanding Equity Shares will be owned by the Equity Shareholders,
      as set forth in Schedule I. Following Closing, all of the outstanding Equity
      Shares will be owned by the Equity Shareholders, and all of the outstanding
      Convertible Preference Shares will be owned by PIAC. 

     

    (b) As
      of the
      date hereof, the issued, subscribed and paid up capital of the Group Company
      is
      Rs. 500,000 of which 50,000 equity shares have been issued. At Closing, all
      of
      the issued and outstanding shares of the Group Company will be owned as set
      out
      in Schedule I. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c) All
      issued and outstanding Shares have been duly authorized and validly issued
      and
      allotted in compliance with Applicable Law, including without limitation
      Applicable Laws concerning the issuance of securities, are fully paid and
      non-assessable and free of all Liens. 

     

    (d) The
      rights, preferences, privileges and restrictions of the Shares will be as stated
      in the Articles, the Memorandum and the Transaction Agreements. 

     

    (e) The
      Shares will be, as at Closing, duly authorized, validly issued, fully paid,
      non-assessable and in compliance with the provisions of this Agreement and
      Applicable Law. As at Closing, the Shares will be free of any Liens; provided,
      however, that the Shares are subject to restrictions on Transfer as set forth
      in
      the Shareholders’ Agreement. As at Closing, except as set forth in the
      Shareholders’ Agreement and the Articles, the Shares will not be subject to any
      pre-emptive rights, rights of first refusal or any similar rights.

     

    (f) Except
      for the rights provided pursuant to this Agreement and the Shareholders’
Agreement, there are no options, warrants or other rights or agreements to
      subscribe to, or based on the value of, any of the Company’s unissued share
      capital. There are no other securities, including any bonds, debentures, notes
      or other indebtedness of the Company which carry the right to vote (or
      convertible into, or exchangeable for, securities having the right to vote)
      on
      any matters on which holders of shares of the Company may vote (“Voting
      Company Debt”).
      Except
      as set forth above and in the Shareholders’ Agreement, as at Closing, there will
      not be any options, warrants, rights, convertible or exchangeable securities,
      “phantom” stock rights, stock appreciation rights, stock-based performance
      units, commitments, agreements, arrangements or undertakings of any kind to
      the
      Company is a party or by which it is bound (i) obligating the Company to
      issue or deliver, or cause to be issued or delivered, additional shares of
      capital stock or other equity interests in, or any security convertible or
      exercisable for or exchangeable into any capital stock of or other equity
      interest in, the Company or any Voting Company Debt or (ii) obligating the
      Company to issue, grant, extend or enter into any such option, warrant, call,
      right, security, commitment, contract, arrangement or undertaking. As at
      Closing, there will not be any outstanding contractual obligations of the
      Company and / or the Group Company to repurchase, redeem or otherwise acquire
      any shares.

     

    Authorization

     

    (a)
      The
      Company has all requisite power and authority to execute and deliver the
      Transaction Agreements, to carry out and perform its obligations under the
      terms
      hereunder and to allot, issue and deliver the Convertible Preference Shares
      hereunder. All action on the part of the Company necessary for the
      authorization, execution, delivery and performance of the Transaction
      Agreements, and the performance of all of the Company’s obligations thereunder,
      has been taken or will be taken before the authorization, execution, delivery
      and performance of the relevant Transaction Agreement. 

     

    (b) As
      at
      Closing, the Transaction Agreements, when executed and delivered by the parties
      thereto, will constitute valid and legally binding obligations of the Company,
      enforceable in accordance with their terms, except (i) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium and other laws
      of
      general application affecting enforcement of creditors’ rights generally and
      (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies or by general
      principles of equity.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Material
      Contracts  

     

    The
      Company and / or the Group Company have not entered into any contract with
      any
      third parties that are material to the business, condition (financial or
      otherwise), operations, performance, properties or prospects of the Company
      and
      / or the Group Company,
      except
      for the contracts set out in Schedule III. 

     

    Intellectual
      Property

     

    (a)
      The
      Company and the Group Company own or possess the legal rights to the “Citius
      Power” trade name and/or trademark and internet domain “citiuspower.com” (the
“Intellectual
      Property”)
      as is
      necessary to the conduct of the business of the Company as currently conducted
      and as currently proposed to be conducted, without any material conflict with
      or
      infringement of the rights of others.

     

    (b)
       All
      the
      Intellectual Property has been duly registered in, filed in or issued by the
      appropriate Governmental Entity where such registration, filing or issuance
      is
      necessary for the conduct of the business of the Company as presently conducted
      or as currently proposed to be conducted and the Company has the right to use
      all of such Intellectual Property. The consummation of the transactions
      contemplated by the Transaction Agreements do not and will not conflict with,
      alter or impair any such rights. The Company has not received any communication
      from any person asserting any ownership interest in any of the Company’s
      Intellectual Property and, to the best knowledge of the Company and each
      Promoter, as the case may be, no other person is violating, conflicting with
      or
      infringing the Intellectual Property of the Company.

     

    (c) The
      Company has not received any written notice that the conduct of its business
      as
      currently conducted or currently proposed to be conducted is violating or
      infringing the Intellectual Property of any other person or entity. To the
      best
      knowledge of the Company and each Promoter, as the case may be, no such written
      notice is expected or threatened and the conduct of its business as currently
      conducted or currently proposed to be conducted does not and will not violate
      or
      infringe the Intellectual Property of any other person or entity.

     

    (d) The
      Company is not obligated to make any payments by way of royalties, fees or
      otherwise to any owner or licensor of or claimant to any Intellectual Property
      with respect to the use thereof in connection with the conduct of its business
      as currently conducted or currently proposed to be conducted.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Title
      to Properties and Assets; Liens

     

    The
      Company and the Group Company have good and marketable title to all its
      properties and assets, and has good title to all its leasehold interests, in
      each case free and clear of all Liens, except (i) Liens for current Taxes
      (as defined below) not yet due and payable and (ii) Liens imposed by
      Applicable Law. With respect to the property and assets it leases, the Company
      and the Group Company are in compliance with such leases in all material
      respects and holds a valid leasehold interest free of any Liens, subject to
      clauses (i) and (ii) above. All facilities, machinery, equipment, fixtures,
      vehicles and other properties owned, leased or used by the Company and the
      Group
      Company are in good operating condition and repair (ordinary wear and tear
      excepted) and are reasonably fit and usable for the purposes for which they
      are
      being used. 

     

    Compliance
      with Applicable Law and Other Instruments  

     

    The
      Company and the Group Company are not in violation in any material respect
      of:
      (i) any term of the Articles or Memorandum; (ii) any Applicable Law in respect
      of the conduct of its business or the ownership of its properties; or
      (iii) any term or provision of any permit, license, agreement, contract,
      mortgage, indebtedness, instrument, judgment, order or decree to which it is
      party or by which it or its properties is bound. The Company and the Group
      Company are not in violation in any material respect of any Applicable Law.
      The
      Company and the Group Company have not received any written communication that
      alleges that it is not in compliance with any Applicable Law. 

     

    No
      Conflicts  

     

    The
      execution and delivery of the Transaction Agreements by the Company, the
      performance by the Company of its obligations pursuant to the Transaction
      Agreements, the consummation of the transactions contemplated by the Transaction
      Agreements and the allotment, issuance and delivery of the Convertible
      Preference Shares will not result in any violation of, or conflict with, or
      constitute a default under, (i) the Articles or Memorandum, each as amended
      to
      date or (ii) any Applicable Law or, to the best knowledge of the Company and
      each Promoter, as the case may be, result in the suspension, revocation,
      impairment, forfeiture or non-renewal of any permit, license, authorization
      or
      approval applicable to the Company, its business or operations or any of its
      assets or properties.

     

    Litigation

     

    There
      are
      no private and governmental actions, suits, proceedings, claims, arbitrations,
      investigations or show cause notices pending or, to the best knowledge of the
      Company and the Promoters, as the case may be, threatened against the Company,
      the Group Company or their respective properties before any Governmental Entity.
      The Company and / or the Group Company are not a party or subject to the
      provisions of any order, writ, injunction, judgment or decree of any
      Governmental Entity. There is no action, suit or proceeding initiated by the
      Company or the Group Company currently pending or which the Company or the
      Group
      Company currently intends to initiate.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Consent

     

    No
      consent, approval or authorization of or designation, declaration or filing
      (other than the filings set out in this Agreement) with any Governmental Entity
      or third party on the part of the Company is required in connection with the
      valid execution and delivery of the Transaction Agreements, the performance
      by
      the Company of its obligations thereunder, the allotment, issuance or delivery
      of the Convertible Preference Shares or the consummation of any other
      transaction contemplated by the Transaction Agreements, except such filings
      with
      Governmental Entities as may be required under Applicable Laws, which will
      be
      timely filed within the applicable periods therefor.

     

    Permits 
      

     

    Each
      of
      the Company and the Group Company has all franchises, permits, licenses,
      approvals and any similar authority (“Permits”)
      necessary for the conduct of its business as now being conducted and as
      currently planned to be conducted. The Company and the Group Company are
      currently not in default under any of its Permits, and are in compliance with
      all the material terms and conditions of its Permits, including payment of
      any
      license fees, amounts and charges thereunder to, and the making of filings,
      reporting and submissions required to be made with, any Governmental Entity.
      Neither the Company nor the Group Company has received written notice of any
      suit, action or proceeding relating to the revocation or modification of any
      of
      its Permit and none of such Permits will be subject to suspension, modification,
      revocation or non-renewal as a result of the execution and delivery of the
      Transaction Agreements or the consummation of the transaction contemplated
      therein. 

     

    Offering 
      

     

    The
      allotment, issuance and delivery of the Convertible Preference Shares to be
      issued in conformity with the terms of this Agreement, constitute transactions
      exempt from the registration or qualification requirements of all applicable
      securities laws in Mauritius, and none of the Company, the Group Company or
      any
      authorized agent acting on their behalf has taken or will take any action
      hereafter that would cause the loss of such exemption. None of the Company,
      the
      Group Company or any agent on their behalf has solicited or will solicit any
      offers to allot and issue or has offered to allot and issue or will offer to
      allot and issue all or any part of the Shares to any person or persons so as
      to
      bring the allotment of such Convertible Preference Shares by the Company within
      the registration provisions of all applicable securities laws in
      Mauritius.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Voting
      Rights  

     

    Other
      than the Shareholders’ Agreement, no shareholder of the Company or the Group
      Company has entered into any agreement with respect to the voting of its
      shares.

     

    Obligations
      to Related Parties  

     

    No
      employee, officer, director or stockholder of the Company nor any entity
      controlled by any such individual or entity or in the case of an individual,
      member of his or her immediate family, is indebted or obligated to the Company,
      nor is the Company indebted or obligated (or committed to make loans or extend
      or guarantee credit) to any of them other than (i) for payment of salary
      for services rendered, (ii) reimbursement for reasonable expenses incurred
      on behalf of the Company and (iii) for other standard employee benefits
      made generally available to all employees. To the best knowledge of the Company
      and each Promoter, as the case may be, none of such persons has any direct or
      indirect ownership interest in any firm or corporation with which the Company
      is
      an Affiliate or has a business relationship, or any firm or corporation that
      competes with the Company, except in connection with the ownership of stock
      in
      publicly-traded companies. To the best knowledge of the Company and each
      Promoter, as the case may be, no employee, officer, director or stockholder,
      nor
      any member of their immediate families, is, directly or indirectly, interested
      in any property or contract of the Company (other than as separately disclosed
      in writing to PIAC and such contracts as relate to any such person’s ownership
      of capital stock or other securities of the Company or the employment agreements
      with the Company in the ordinary course of business).

     

    Employees  

     

    Neither
      the Company nor the Group Company is a party to any collective bargaining
      agreements with respect to any of their employees. There is no labour strike,
      dispute, slowdown or stoppage actually pending or threatened against or
      affecting the Company or the Group Company. There is no industrial or trade
      dispute or any dispute or negotiation regarding a claim with any trade union
      that relates to or involves the Company or the Group Company. No employee of
      the
      Company or the Group Company has been granted the right to continued employment
      or to any compensation following termination of employment. No current or former
      director, officer or employee of the Company or the Group Company will be
      entitled to (i) any severance, separation, change of control, termination,
      bonus
      or additional compensation or benefits or (ii) any acceleration of the time
      of payment or vesting of any compensation or benefits or the forgiveness of
      indebtedness owed by such current or former director, officer or employee,
      in
      each case as a result of the transactions contemplated by the Transaction
      Agreements (alone or in connection with any other event) or in connection with
      the termination of such person’s employment on or after Closing. The Company is
      not aware that any officer, key employee or group of employees intends to
      terminate his, her or their employment with the Company or the Group Company.
      There are no actions pending or, to the best knowledge of the Company and the
      Promoters, as the case may be, threatened by any former or current employee
      concerning such person’s employment by the Company before any Governmental
      Entity. Neither the Company nor the Group Company has violated any labour
      laws.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Disclosure 

     

    Neither
      the Transaction Agreements nor any other documents or certificates delivered
      in
      connection therewith, when taken as a whole, contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      contained herein or therein not misleading in any material respect in light
      of
      the circumstances under which they were made. The financial projections relating
      to the proposed business of the Company and the Group Company delivered to
      PIAC
      were prepared on the basis of assumptions the Company and each Promoter, as
      the
      case may be, reasonably believed in good faith at the time of preparation to
      be
      reasonable and the Company and each Promoter, as the case may be, have no
      knowledge of any fact or information that would lead it to believe that such
      assumptions are incorrect or misleading in any material respect; it being
      recognized by PIAC that such financial projections as they relate to future
      events are not to be viewed as fact and that actual results during the period
      or
      periods covered by such financial projections may differ from the projected
      results set forth therein.

     

    Existing
      Indebtedness  

     

    Neither
      the Company nor the Group Company has any existing indebtedness except
      liabilities arising or incurred in connection with the organisation of the
      Company and the Group Company and financing efforts and in connection with
      proposed asset acquisitions as separately disclosed in writing to
      PIAC. 

     

    Financial
      Statements  

     

    (a)
      The
      audited financial statements of the Company and the Group Company for the period
      ended December 31, 2007 and a balance sheet of the Company as of February 28,
      2008 (the “Financial
      Statements”),
      true
      and correct copies of which have been provided to PIAC, have been prepared
      in
      conformity with International Financial Reporting Standards, consistently
      applied and followed throughout the period indicated (except for any notes
      to
      the Financial Statements which indicate to the contrary therein), and on that
      basis present fairly and accurately in all respects the financial condition,
      and
      results of operations and cash flows of the Company and the Group Company as
      of
      date and for the respective periods indicated. 

     

    (b) The
      Company and the Group Company have no liabilities or obligations of any nature,
      whether known or unknown, accrued, contingent or otherwise, except (i) for
      liabilities and obligations in the respective amounts reflected or reserved
      against in the Financial Statements and (ii) for liabilities and
      obligations incurred in the ordinary course of business consistent with past
      practice since.

     

    (c) The
      balance sheets reflected in the Financial Statements present true and complete
      representations of the assets and liabilities of the Company and the Group
      Company as of the dates specified therein.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company and the Group Company have established and maintains, adheres to and
      enforces a system of internal accounting controls that are effective in
      providing assurance regarding the reliability, completeness and accuracy of
      financial reporting and the preparation of its Financial Statements in
      accordance with Applicable Law and International Financial Reporting Standards.
      

     

    (e) The
      Company and the Group Company keep books, records and accounts in reasonable
      detail that accurately and fairly reflect the acquisitions and dispositions
      and
      all other transactions and the value of inventory is calculated in accordance
      with International Financial Reporting Standards. 

     

    Insurance 
      

     

    The
      Company and the Group Company maintain policies of fire and casualty, liability
      and other forms of insurance in such amounts, with such deductibles and against
      such risks and losses as are, in its reasonable judgment, reasonable for the
      business and assets. The Company and the Group Company are insured by
      institutions that the Company believes to be financially sound and reputable
      with insurance policies in full force and effect. All premiums due and payable
      under all such policies have been paid. The Company and the Group Company are
      in
      no default with respect to any of the material provisions contained in any
      such
      insurance policy and has not failed to give any notice or present any claim
      under any such insurance policy in due and timely fashion, and no notice of
      cancellation or termination has been received with respect to any such policy
      which has not been replaced on substantially similar terms prior to the date
      of
      such cancellation. The Company is not aware of any matters with respect to
      which
      it may claim under any such insurance policy. The consummation of the
      transactions contemplated in the Transaction Agreements will not cause a
      cancellation or reduction in the coverage of such policies. There are no
      insurance claims and liabilities outstanding or otherwise payable to any Person
      by the Company or the Group Company.

     

    Business 
      

     

    Neither
      the Company nor the Group Company has, since the date of incorporation, carried
      on any business, conducted any operations or owned, directly or indirectly,
      any
      capital stock, membership interest, partnership interest, joint venture interest
      or other equity interest in any other person.

     

    Unlawful
      Practices  

     

    None
      of
      the Company, the Group Company or any of their respective directors, officers,
      agents, employees or any other persons acting on their behalf has, in connection
      with the operation of the its business, (i) used any corporate or other
      funds for unlawful contributions, payments, gifts or entertainment, or made
      any
      unlawful expenditures relating to political activity, to government officials,
      candidates or members of political parties or organizations, or established
      or
      maintained any unlawful or unrecorded funds in violation of Applicable Law,
      (ii) paid, accepted or received any unlawful contributions, payments,
      expenditures or gifts, or (iii) violated or operated in non-compliance with
      any export restrictions, anti-boycott regulations, embargo regulations or other
      Applicable Laws.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Taxes 
      

     

    
      	
            	(a)	
              As
                used in this Agreement,

            


    

     

    “Taxes”
means
      all (i) federal, national, state and local, domestic and foreign, taxes,
      assessments, duties or similar charges of any kind whatsoever, including all
      corporate franchise, income, sales, service, use and occupation, ad
      valorem,
      receipts, value added, profits, wealth, license, withholding, employment,
      excise, property, net worth, capital gains, transfer, stamp, documentary, social
      security, payroll, environmental, alternative minimum, occupation, recapture
      and
      other taxes, and including any interest, penalties and additions imposed with
      respect to such amounts; (ii) liability for the payment of any amounts of
      the type described in clause (i) as a result of being a member of an affiliated,
      consolidated, combined, unitary or aggregate group; and (iii) liability for
      the
      payment of any amounts as a result of an express or implied obligation to
      indemnify any other person with respect to the payment of any amounts of the
      type described in clause (i) or (ii).

     

    “Taxing
      Authority”
means
      any federal, national, state or local, domestic or foreign, governmental body
      (including any subdivision, agency or commission thereof), or any
      quasi-governmental body, in each case, exercising regulatory authority in
      respect of Taxes.

     

    “Tax
      Return”
means
      all returns, declarations of estimated payments of Taxes, reports, estimates,
      information returns and statements, including any related or supporting
      information with respect to any of the foregoing, filed or to be filed with
      any
      Taxing Authority in connection with the determination, assessment, collection
      or
      administration of any Taxes.

     

    
      	 	
              (b)

            	
              The
                Company and the Group Company have timely filed all Tax Returns required
                to be filed in the manner prescribed by law.  All such Tax
                Returns are complete and correct in all material respects. The Company
                and
                the Group Company have timely paid all Taxes due from it with respect
                to
                the taxable periods covered by such Tax Returns and all other Taxes
                for
                which it is liable other than Taxes not yet due, for which adequate
                reserves, in accordance with International Financial Reporting Standards,
                have been established. The Company and the Group Company have no
                liability
                for any Taxes of any person other than itself (i) as a result of
                being a
                member of an affiliated, consolidated, combined, unitary or aggregate
                group, (ii) as a transferee or successor or (iii) by contract or
                otherwise.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              No
                Tax Return of the Company or the Group Company is or has ever been
                under,
                or, to the best knowledge of the Company and the Promoters, as the
                case
                may be, has been threatened with, audit or examination by any Taxing
                Authority, and no written notice of such an audit or examination
                has been
                received.

            


    

     

    
      	 	
              (d)
                

            	
              No
                Liens for Taxes exist with respect to any assets or properties of
                the
                Company or the Group Company.

            


    

     

    
      	 	
              (e)

            	
              There
                is no Tax deficiency outstanding or assessed or proposed against
                the
                Company or the Group Company, nor has the Company or the Group Company
                extended the period for the assessment or collection of any Tax.
                

            


    

     

    
      	 	
              (f)

            	
              Neither
                the Company nor the Group Company is not a party to or bound by any
                tax
                sharing agreement, tax indemnity obligation or similar agreement,
                arrangement or practice with respect to
                Taxes.

            


    

     

    
      	 	
              (g)

            	
              The
                Company and the Group Company have complied with all Applicable Laws
                relating to the payment and withholding of Taxes (including withholding
                against employees) and has, within the time and the manner prescribed
                by
                Applicable Law, withheld from and paid over to the proper Taxing
                Authority
                all amounts required to be so withheld and paid over under Applicable
                Laws.

            


    

     

    Foreign
      Exchange Regulations  

     

    The
      execution of this Agreement and the other Transaction Agreements and the
      consummation of the transactions contemplated under this Agreement and the
      other
      Transaction Agreements is in compliance with all applicable foreign exchange
      regulations and the issue, allotment and delivery of Convertible Preference
      Shares to PIAC hereunder is permissible under the foreign exchange regulations
      and requires no prior approvals from or filings with any Governmental
      Entity.

     

    Subsidiaries
      

     

    Except
      as
      disclosed in Schedule IV, the Company does not own or control, directly or
      indirectly, any equity interest in any Person. 

     

    
      
        
          	7.	
                  Representations
                    and Warranties of
                    PIAC

                


        

      

    

     

    PIAC
      hereby represents and warrants to the Company, as of the date hereof and as
      at
      Closing, as follows:

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Authorization 
      

     

    (a)
       PIAC
      has
      all requisite power and authority to execute and deliver the Transaction
      Agreements to which it is a party, to carry out and perform its obligations
      under the terms thereunder and to subscribe to the Convertible Preference Shares
      hereunder. All action on the part of PIAC necessary for the authorization,
      execution, delivery and performance of the Transaction Agreements to which
      it is
      a party, and the performance of all of PIAC’s obligations thereunder, has been
      taken or will be taken before Closing.
      It is
      specifically noted and understood that the authorisation of the shareholders
      of
      PIAC is required prior to PIAC subscribing to the Convertible Preference Shares
      and transferring the funds necessary for the purchase of the Convertible
      Preference Shares. PIAC intends to file the requisite proxy asking for such
      approval. 

     

    (b) As
      at
      Closing, the Transaction Agreements to which PIAC is a party, when executed
      and
      delivered by the parties thereto, will constitute valid and legally binding
      obligations of PIAC, enforceable in accordance with their terms, except:
      (i) as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium and other laws of general application affecting enforcement of
      creditors’ rights generally; and (ii) as limited by laws relating to the
      availability of specific performance, injunctive relief or other equitable
      remedies or by general principles of equity.

     

    (c) Subject
      to shareholder approval as set out in Section 7.1(a), PIAC has the requisite
      legal ability and possesses all requisite approvals to subscribe to the
      Convertible Preference Shares. No consent, approval, authorization, order,
      filing, registration or qualification of or with any court, Governmental Entity
      or third person is required to be obtained by PIAC in connection with the
      execution and delivery of this Agreement by PIAC or the performance of PIAC’s
      obligations hereunder.

     

    
      
        
          	8.	
                  Indemnification

                


        

      

    

     

    Indemnification
      

     

    From
      and
      after Closing, the Company shall indemnify and hold harmless PIAC from and
      against any and all actual losses, claims, damages, liabilities, fines,
      penalties and reasonable fees and expenses but excluding any consequential
      loss
      or loss of profit (“Losses”)
      to
      PIAC in connection with or as a result of:

     

    
      	 	
              (a)

            	
              any
                breach of, any representation or warranty of the Company or the Promoters
                contained in this Agreement, or in any certificate, instrument, document
                or agreement delivered by the Company or the Promoters pursuant to
                this
                Agreement or in connection with the transactions contemplated hereby,
                or
                any such representation or warranty being untrue or incorrect as
                of the
                applicable date;

            


    

     

    
      	 	
              (b)

            	
              the
                failure by the Company to perform any covenant or agreement in this
                Agreement or in any certificate, instrument, document or agreement
                delivered by the Company, up to Closing, pursuant to or in connection
                with
                this Agreement, 

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              any
                and all actions, suits, proceedings, demands, assessments, judgments,
                damages, awards, costs and expenses (including fees) incident to
                any of
                the foregoing or incurred in connection with the enforcement of the
                rights
                of PIAC under this Section 8.1 with respect to the
                foregoing.

            


    

     

    The
      maximum liability of the Company to PIAC in connection with or resulting from
      the causes set out in Section 8.1(a) shall be USD 35,000,000 (USD Thirty Five
      Million Only), except that any Losses in connection with, or resulting from,
      fraud shall not be subject to or included in such limits. There will be no
      liability for any Loss unless the amount of any single head of Loss is at least
      USD 150,000 (USD One Hundred and Fifty Thousand Only) and all Losses in
      aggregate amount to at least USD 500,000 (USD Five Hundred Thousand
      Only).

     

    The
      obligations of the Company under this Section 8 will survive the payment or
      Transfer of any of the Shares or the enforcement, amendment or waiver of any
      provision of this Agreement but shall expire twenty four (24) months after
      Closing; provided, however, that claims of PIAC based on fraud shall survive
      indefinitely, subject to Applicable Law, and, provided further, that the
      Company’s obligations to indemnify and hold harmless shall not terminate with
      respect to any item as to which PIAC shall have, before its expiration,
      previously made a claim by delivering a written notice of such claim to the
      Party to be providing the indemnification.

     

    
      
        
          	9.	
                  Miscellaneous

                


        

      

    

     

    Termination 
      

     

    Notwithstanding
      anything to the contrary in this Agreement, this Agreement may be terminated
      and
      the transactions contemplated by this Agreement abandoned at any time prior
      to
      Closing: 

     

    
      	 	
              i.

            	
              by
                mutual written consent of the Company and
                PIAC;

            


    

     

    
      	 	
              ii.

            	
              by
                the Company if any of the conditions set forth in Section 5 shall
                have
                become incapable of fulfilment, and shall not have been waived by
                the
                Company;

            


    

     

    
      	 	
              iii.

            	
              by
                PIAC if any of the conditions set forth in Section 4 shall have become
                incapable of fulfilment, and shall not have been waived by PIAC;
                or

            


    

     

    
      	 	
              iv.

            	
              by
                either the Company or PIAC, if Closing does not occur by May 15,
                2008;
                

            


    

     

    provided,
      however,
      that
      the Party seeking termination pursuant to clause (ii), (iii) or (iv) is not
      then
      in material breach of any of its representations, warranties, covenants or
      agreements contained in this Agreement.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              In
                the event of termination by the Company or PIAC pursuant to this
                Section
                9.1, written notice thereof shall forthwith be given to the other
                Parties
                and the transactions contemplated by this Agreement shall be terminated,
                without further action by any Party.


            


    

     

    
      	 	
              (b)

            	
              If
                this Agreement is terminated and the transactions contemplated hereby
                are
                abandoned as described in this Section 9.1, this Agreement shall
                become
                null and void and of no further force and effect, except for the
                provisions of Sections 9.4, 9.7, 9.8, 9.9, 9.10 and 9.11. Nothing
                in this
                Section 9.1 shall be deemed to release any Party from any liability
                for
                any breach by such Party of the terms and provisions of this Agreement
                prior to such termination or to impair the right of any Party to
                compel
                specific performance by any other Party of its obligations under
                this
                Agreement.

            


    

     

    Advise
      of Changes

     

    The
      Company shall promptly advise PIAC in writing of the occurrence of any Material
      Adverse Effect.

     

    Access
      to Information 

     

    The
      Company shall afford to PIAC and its accountants, counsel and other
      representatives reasonable access, upon reasonable notice during normal business
      hours during the period prior to Closing, to all the personnel, properties,
      books, contracts, commitments, Tax Returns and records of the Company and,
      during such period, shall furnish promptly to PIAC any information concerning
      the Company, as PIAC may reasonably request.

     

    Publicity
      

     

    No
      announcements or other disclosure concerning the transactions contemplated
      by
      this Agreement or any ancillary matter shall be made before Closing by any
      Party
      save in the form agreed between the Parties or where required by Applicable
      Law
      or regulation or any Governmental Agency or authority. The Parties shall consult
      with each other in advance in connection with the content and timing of the
      announcement to be made on the Effective Date and Closing. 

     

    Best
      Efforts; Conduct of Business 

     

    (a)
       On
      the
      terms and subject to the conditions of this Agreement, each Party shall use
      its
      best efforts to cause Closing to occur, including taking all reasonable actions
      necessary to comply promptly with all legal requirements that may be imposed
      on
      it with respect to each Closing. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (b) From
      the
      Effective Date to Closing, each of the Company and the Group Company shall
      conduct its business in the usual, regular and ordinary course in substantially
      the same manner as previously conducted and use all reasonable efforts to keep
      intact its business, keep available the services of its current employees and
      preserve its relationships with customers, suppliers, licensors, licensees
      and
      others with whom it deals to the end that its business shall be unimpaired
      at
      the date of the valid and binding execution and delivery of the Shareholders’
Agreement. Without prejudice to the foregoing, from the Effective Date until
      the
      date that the Shareholders’ Agreement is in full force and effect, legal, valid,
      binding and enforceable, neither the Company nor the Group Company shall take
      and/or implement without approval of PIAC any of the following actions (except
      for actions taken to implement, or in pursuance of, provisions of this Agreement
      or the other Transaction Agreements):

     

    
      	 	
              (i)

            	
              Entry
                into any new lines of business, which are unrelated to the business,
                or
                making any substantial change in the
                business;

            


    

     

    
      	 	
              (ii)

            	
              Change
                to the company’s constitutional
                documents;

            


    

     

    
      	 	
              (iii)

            	
              Winding
                up or liquidating the company or take any action in furtherance
                thereof;

            


    

     

    
      	 	
              (iv)

            	
              Any
                merger, consolidation, amalgamation, scheme or other similar transaction
                involving the company;

            


    

     

    
      	 	
              (v)

            	
              The
                sale of assets of the Company for consideration greater than USD
                300,000
                (USD Three Hundred Thousand Only) or the equivalent of the assets
                of the
                company except for the sale of products or services in the ordinary
                course
                of the business; 

            


    

     

    
      	 	
              (vi)

            	
              Issuance
                of additional securities, any recapitalization, reclassification
                or other
                change in the company’s capital structure, including changing the rights
                and preferences of securities;

            


    

     

    
      	 	
              (vii)

            	
              Declaration
                of any dividend or any buy back of securities of the
                company;

            


    

     

    
      	 	
              (viii)

            	
              Issuance
                or guarantee of any indebtedness or undertaking any leasehold obligations
                by the company in excess of USD 25,000 (USD Twenty Five Thousand
                Only);
                

            


    

     

    
      	 	
              (ix)

            	
              Entering
                by the company or any subsidiary into any major agreements whose
                total net
                present value exceeds USD 50,000 (USD Fifty Thousand Only) or the
                equivalent.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Post-Closing
      Covenants  

     

    9.6 Unless
      otherwise set forth in this Agreement, immediately after Closing, but in no
      event later than five (5) Business Days from each Closing, the Company shall
      make all applicable filings under Applicable Law.

     

    Notices 
      

     

    9.7 Notices,
      demands or other communication required or permitted to be given or made under
      this Agreement shall be in writing and delivered by hand or sent by prepaid
      post
      with recorded delivery or by telefax to the intended recipient at its address
      set forth herein, or to such other address or telefax number as each Party
      may
      from time to time duly notify to the others:

     

    if
      to the
      Company: 

     

    Citius
      Power Limited, c/o Matco Limited, Suite 137 2nd Floor, Harbour Front Building,
      President John Kennedy Street, Port Louis, Mauritius. Fax +230 213 6861 Attn:
      Mr. Bruno Hardy; 

     

    with
      a
      copy to: Mr. L. Keith Hughes, Dewey & LeBoeuf, No.1 Minster Court, Mincing
      Lane, London EC3R 7YL, UK. Fax: +44 20 7444 7305 (Attn: Mr. L. Keith Hughes);
      

     

    if
      to
      PIAC: 590 Madison Avenue, 6th Floor, New York, NY 10022, USA. Fax + 1
646
      224 8019
      Attn:
      Mr. Ramesh Akella;

     

    if
      to the
      Promoters: Mr. Ravi Kailas and Mr. Deepak Kochhar, 618 Maker Chambers V, Nariman
      Point, Mumbai 400021, India. Fax: +91 22 2287 5584

     

    Any
      such
      notice, demand or communication shall, unless the contrary is proved, be deemed
      to have been duly served at the time of delivery in the case of service by
      delivery in person or by post, and at the time of dispatch in the case of
      service telefax. For the avoidance of doubt, electronic mail shall not be a
      valid means of making a communication required by this Section.

     

    Governing
      Law 
      

     

    9.8 This
      Agreement shall be governed and interpreted by, and construed in accordance
      with
      English law.

     

    Arbitration 
      

     

    9.9(a) Any
      and
      all disputes or differences, arising out of or in connection with this Agreement
      or its performance shall, so far as it is possible, be settled amicably through
      consultation between the disputing Parties.

     

    (b) If
      after
      30 (thirty) days of consultation, the disputing Parties have failed to reach
      an
      amicable settlement, on any or all disputes or differences arising out of or
      in
      connection with this Agreement or its performance, such disputes or differences
      shall be submitted to final and binding arbitration at the request of any of
      the
      disputing Parties upon written notice to that effect to the
      other(s).

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (c) Such
      arbitration shall be in accordance with the Rules of Conciliation and
      Arbitration of the International Chamber of Commerce and shall be held in
      London. All proceedings of such arbitration shall be in the English
      language.

     

    (d) The
      arbitration panel shall consist of three arbitrators, one each appointed by
      the
      disputing Parties and the two arbitrators so appointed shall agree on a
      chairman. 

     

    (e) The
      applicable procedural rules shall be the Rules of Conciliation and Arbitration
      of the International Chamber of Commerce.

     

    (f) Arbitration
      awards rendered shall be final and binding and shall not be subject to any
      form
      of appeal. The losing Party shall pay all reasonable out-of-pocket expenses
      (including, without limitation, reasonable attorneys’ fees) incurred by the
      prevailing Party(ies), as determined by the arbitrators, in connection with
      any
      dispute unless the arbitrators direct otherwise.

     

    (g) Any
      controversy concerning whether a dispute is an arbitrable dispute, whether
      arbitration has been waived or as to the interpretation or enforceability of
      this Section 9.9 shall be determined by the arbitration panel.

     

    Expenses 
      

     

    9.10 Each
      Party shall bear its own expenses incurred in connection with this Agreement,
      including all professional and advisory fees.

     

    Survival
       

     

    9.11 The
      representations, warranties, covenants and agreements made in this Agreement
      shall survive for the period indicated in Section 8.3 and shall not be limited
      or otherwise affected by or as a result of any investigation made by any Party
      hereto and the closing of the transactions contemplated hereby.
      However,
      any Party aware of a breach shall have the duty to notify the other Parties
      promptly upon becoming so aware. 

     

    Assignment;
      Benefit; Amendment and Waivers 

     

    9.12(a) Subject
      to the provisions of the Shareholders’ Agreement, the rights and obligations
      hereunder shall not be assignable without the prior written consent of the
      other
      Parties except that PIAC may assign its rights, obligations and duties hereunder
      to any of its Affiliates without consent of the other Parties; provided
      that the
      assignee is bound by the Shareholders’ Agreement. Each of the Parties
      understands, acknowledges and hereby affirms that such assignment may be by
      novation that will release PIAC from all of its obligations and duties
      hereunder. 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (b) This
      Agreement shall be binding upon and shall inure to the benefit of the Parties
      hereto, and their respective successors and permitted assigns, and there shall
      be no third-party beneficiaries to this Agreement.

     

    (c) No
      amendment or waiver of any provision of this Agreement will be valid and binding
      unless it is in writing and signed, in the case of an amendment, by each Party
      or, in the case of waiver, by the Party against whom the waiver is to be
      effective. 

     

    Entire
      Agreement 

     

    9.13 This
      Agreement supersedes all prior discussions and agreements (whether oral or
      written, including all correspondence), if any, between the Parties with respect
      to the subject matter of this Agreement, and this Agreement (together with
      any
      amendments or modifications thereof) contains the sole and entire agreement
      between the Parties hereto with respect to the subject matter hereof, subject
      to
      the Shareholders’ Agreement. 

     

    Severability

     

    9.14 Any
      provision of this Agreement which is invalid or unenforceable shall be
      ineffective to the extent of such invalidity or unenforceability, without
      affecting in any way the remaining provisions hereof.

     

    Counterparts

     

    9.15 This
      Agreement may be executed in any number of counterparts, all of which together
      shall constitute a single instrument. 

     

    Specific
      Performance

     

    9.16 This
      Agreement shall be specifically enforceable at the instance of any Party. The
      Parties agree that any Party not in default will suffer immediate, material,
      immeasurable, continuing and irreparable damage and harm in the event of any
      material breach of this Agreement and the remedies at law in respect of such
      breach will be inadequate (each Party hereby waives the claim or defense that
      an
      adequate remedy at law is available) and that such Party shall be entitled
      to
      seek specific performance against the Party in default for performance of its
      obligations under this Agreement in addition to any and all other legal or
      equitable remedies available to it.

     

    Further
      Actions

     

    9.17(a) Each
      of
      the Parties shall execute and deliver all such future instruments and take
      such
      other and further action as may be reasonably necessary or appropriate to carry
      out the provisions of this Agreement and the intention of the Parties as
      expressed herein.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (b) As
      soon
      as possible after the Effective Date, the Company shall furnish to PIAC the
      audited financial statements of the Company and the Group Company for the period
      ended December 31, 2007 and a balance sheet of the Company as of February 28,
      2008.

     

    Third
      Party Rights 

     

    9.18 No
      Person
      other than a Party may enforce this Agreement by virtue of the Contracts (Rights
      of Third Parties) Act 1999.

     

    Headings;
      Schedules

     

    9.19 All
      Article and Section headings herein are for convenience of reference only and
      are not part of this Agreement, and no construction or inference shall be
      derived therefrom. The Schedules attached hereto and referred to herein are
      a
      part of this Agreement as if fully set forth herein. All references to Sections
      and Schedules shall be deemed references to such parts of this Agreement, unless
      the context shall otherwise require.

     

    [THE
      REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

    

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Parties have entered into this Agreement the day and year first above
      written.

     

    
      	
              Citius
                Power Limited

            
	 	 
	
              By:
                

            	
              /s/
                Ravi Kailas

            
	
              Name:

            	Ravi
              Kailas
	
              Title:

            	CEO
	 	 
	 	 
	
              Phoenix
                India Acquisition Corp.

            
	 	 
	
              By:
                

            	/s/
              Ramesh S. Akella       
	
              Name:

            	Ramesh
              S.
              Akella       
	
              Title:

            	President


    

    


    
      	
              Ravi
                Kailas

            
	/s/
              Ravi Kailas
	 
	
              Deepak
                Kochhar

            
	
              /s/
                Deepak Kochhar

            


    

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    


    PROMOTERS

    


    
      	
              Promoter
                Name

            	
              Indirect
                Holding of Equity Shares on Effective Date (%)

            
	
              Ravi
                Kailas

            	
              47.5

            
	
              Deepak
                Kochhar

            	
              47.5

            


    

     

    EQUITY
      SHAREHOLDERS

    


    
      	
              Shareholder
                Name

            	
              Holding
                of Equity Shares on Effective Date (%)

            
	
              RSK
                Holdings (BVI) Limited

            	
              47.5

            
	
              DVK
                Holdings (BVI) Limited

            	
              47.5

            
	
              Rohit
                Phansalkar

            	
              5

            
	
              TOTAL

            	
              100%

            


    

    


    CITIUS
      POWER INDIA

    


    
      	
              Shareholder
                Name

            	
              Number
                of Shares held at Closing

            	
              Percentage
                of Equity Shares held at Closing

            
	
              Citius
                Power Limited, Mauritius

            	
              49,994

            	
              99.99

            
	
              Ravi
                Kailas

            	
              1

            	
              <0.01

            
	
              Charitha
                Kailas

            	
              1

            	
              <0.01

            
	
              Rama
                Krishna Thondepu 

            	
              1

            	
              <0.01

            
	
              Uma
                Thondepu

            	
              1

            	
              <0.01

            
	
              Sree
                Ramlu Kailas

            	
              1

            	
              <0.01

            
	
              Vasudevi
                Kailas 

            	
              1

            	
              <0.01

            
	
              TOTAL

            	
              50,000

            	
              100%

            


    

    

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      II

    


    DEFINITIONS

    


    “Affiliate”
      shall
      mean with respect to any Person, any company, corporation, association or other
      entity, which, directly or indirectly, Controls, is Controlled by or is under
      Common Control with, such Person. If such Person is an individual, the term
      Affiliate shall include the spouse and lineal ascendants and descendants of
      such
      Person;

     

    “Applicable
      Law” shall
      mean any statute, law, regulation, ordinance, rule, judgment, order, decree,
      by-law, approval from the concerned authority, government resolution, directive,
      guideline, policy, requirement, or other governmental restriction or any similar
      form of decision of, or determination by, or any interpretation or adjudication
      having the force of law of any of the foregoing as may from time to time be
      the
      case in the jurisdictions of India, Mauritius, or any other jurisdiction in
      which the Company carries out a material part of its business or in which the
      Company owns any material asset or assets;

     

    “Articles
      of Association” or
      “Articles”
      shall
      mean the Articles of Association of the company, as amended;

     

    “Board
      of Directors” or
      “Board”
      shall
      mean the Board of Directors of the Company in office at applicable times and
      as
      appointed in accordance with the terms of the Shareholders’
Agreement;

     

    “Business
      Day” shall
      mean a day on which the scheduled commercial banks are open for business in
      Mauritius and New York;

     

    “Control”,
      “Controlled” or “Common Control” for
      these
      purposes shall mean the power to direct the management and policies of a Person
      whether through the ownership of over 50% of the voting power of such Person,
      through the power to appoint more than half of the members of the board of
      directors or similar governing body of such Person, through contractual
      arrangements or otherwise; 

     

    “Convertible
      Preference Shares” shall
      mean convertible preference shares of the Company, of face value USD 10 each,
      issued in accordance with the terms and conditions of this Agreement and as
      set
      out in Schedule V;

     

    “Director”
      shall
      mean a director of the Company or his or her alternate director appointed in
      accordance with the provisions of the Shareholders’ Agreement;

     

    “Equity
      Shares” shall
      mean the Class A Ordinary Shares of the Company with no par value;

     

    “Equity
      Shareholders” shall
      mean holders of the Equity Shares;

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    “Fully
      Diluted Basis”
means
      the total of all classes and series of Equity Shares outstanding on a particular
      date, combined with all options (that have been granted), warrants, convertible
      securities of all kinds, including the Convertible Preference Shares, debentures
      or any other arrangements relating to the Company’s equity, and the effect of
      any anti-dilution protection regarding previous financings, all on an “as if
      converted” basis. For the purpose of this definition, “as if converted” basis
      shall mean as if such instrument, option or security had been issued and
      converted into Equity Shares;

     

    “Governmental
      Entity” shall mean
      any
      agency, commission, authority, central bank, department, legislature, minister,
      ministry, official or public, regulatory or statutory Person or state-owned
      organization (whether autonomous or not) of, the government of, that state
      or
      any political sub-division in or of that state, any Person who in any capacity
      whatsoever then owns, holds, administers or controls any of the reserves of
      that
      state, any court, tribunal or judicial body or any other governmental authority
      or instrumentality, in each case, domestic or foreign;

     

    “Group
      Company” shall
      mean and include Citius Power India; 

    


    “IPO”
      shall
      mean an initial public offering of Shares or other securities (including
      depository receipts), either domestic or overseas, of the Company and consequent
      listing of the Shares or other securities of the Company on one or several
      stock
      exchanges, domestic or overseas with minimum offering proceeds of at least
      Rupees 1,500,000,000;

    


    “Liens”
      shall
      mean all mortgages, liens, security interests, charges, easements, leases,
      subleases, covenants, rights of way, options, claims, restrictions or
      encumbrances of any kind;

     

    “Liquidity
      Event” shall
      mean any of: (a) an IPO; or (b) a trade or a strategic sale of the
      Company;

     

    “Memorandum”
      shall
      mean the Memorandum of Association of the company, as amended;

     

    “Person”
      shall
      mean any individual, sole proprietorship, partnership, joint venture, trust,
      unincorporated organization, association, corporation, company, institution,
      public benefit corporation, other entity, government (whether federal, central,
      state, county, city, municipal, local, foreign, or otherwise, including any
      instrumentality, division, agency, body or department thereof), Governmental
      Entity or any other entity that may be treated as a person under Applicable
      Law;

     

    “Rupees”
      or
      “Rs.”
shall
      mean the lawful currency of the Republic of India;

     

    “Share
      Capital” shall
      mean the total paid up share capital of the Company determined on a Fully
      Diluted Basis taking into consideration the Equity Shares, the Convertible
      Preference Shares and any other securities of the Company, entitled to vote
      generally in any General Meeting which is called to seek shareholder approval
      or
      in any other circumstances upon which a vote, consent or other approval
      (including by written consent) is sought from the shareholders of the
      Company;

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    “Shareholders”
      shall
      mean the shareholders of the Company;

     

    “Shareholders’
      Agreement”
      shall
      mean the shareholders’ agreement of even date between the Company, PIAC and the
      Promoters;

     

    “Shares”
      shall
      mean the Equity Shares, the Convertible Preference Shares and any other equity
      securities into which such shares are reclassified or reconstituted;


     

    “Transaction
      Agreements” shall mean
      the
      Shareholders’ Agreement and the Subscription Agreement;

     

    “Transfer”
      shall
      mean to directly or indirectly transfer, sell, assign, pledge, hypothecate,
      create a security interest in or lien on, place in trust (voting or otherwise),
      transfer by operation of law or in any other way subject to any encumbrance
      or
      dispose of, whether or not voluntarily;

     

    “US
      Dollars”
or
      “USD”
or
      “$”
shall
      mean the lawful currency of the United States.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      III

    


    MATERIAL
      CONTRACTS

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    SCHEDULE
      IV

    


    SUBSIDIARIES

    


    
      	 	
              1.

            	
              Citius
                Power Limited (“Citius
                Power India”).

            


    

    

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      V

    


    TERMS
      OF ISSUE OF CONVERTIBLE PREFERENCE SHARES 

    


    The
      terms
      of issue contained herein shall apply to the Convertible Preference Shares
      issued at par pursuant to this Agreement.

    


    
      	1.	
              Definitions

            


    

     

    Capitalised
      terms not defined herein shall have the meaning as set out in the
      Agreement.

     

    
      	2.	
              Voting

            


    

     

    The
      Convertible Preference Shares shall be entitled to the same voting rights as
      are
      available to the Equity Shares. 

     

    
      	3.	
              Dividends

            


    

     

    The
      Convertible Preference Shares shall not be entitled to any
      dividend.

     

    
      	4.	
              Conversion

            


    

     

    
      	 	
              (a)

            	
              PIAC
                shall have the right to convert the Convertible Preference Shares,
                at its
                option, at any time after twenty four (24) months following Closing,
                if an
                IPO or any other Liquidity Event has not taken place; provided however,
                the Convertible Preference Shares shall mandatorily convert into
                Equity
                Shares at the time of the IPO or the occurrence of any other Liquidity
                Event, whichever is earlier. 

            


    

     

    
      	 	
              (b)

            	
              The
                Convertible Preference Shares owned by PIAC shall be converted into
                Equity
                Shares in the ratio of 8.25 Equity Shares for every Convertible Preference
                Share, which if converted at Closing would represent 65% of the Share
                Capital. 

            


    

     

    
      	5.	
              Liquidation
                Preference

            


    

     

    
      	 	
              (a)

            	
              Subject
                to Applicable Law (in particular the provisions of the Act), in the
                event
                of a liquidation, dissolution or winding-up (voluntary or otherwise)
                (“Liquidation
                Event”)
                the holders of the Convertible Preference Shares will be entitled
                to
                receive in priority of, and in preference to, the holders of any
                other
                shares of the Company, an amount per Convertible Preference Share
                equal to
                the Aggregate Subscription Price (“Liquidation
                Preference”).

            


    

     

    
      	 	
              (b)

            	
              If,
                upon the occurrence of such a Liquidation Event, the assets of the
                Company
                are not sufficient to permit the payment of the Liquidation Preference
                in
                full to all of the holders of Convertible Preference Shares, then
                the
                entire assets of the Company available for distribution (after repayment
                of debt) shall be distributed rateably among the holders of the
                Convertible Preference Shares.

            


    

     

    
      	6.	
              Notices

            


    

     

    Any
      notice or other communication given or made in respect of the Convertible
      Preference Shares or the exercise of any right in relation to them or any amount
      payable in respect of them shall be given in the same manner as a notice is
      required to be given to the holders of the Convertible Preference Shares
      pursuant to this Agreement.

     

    
      
        
        

      

      
        34