CITIUS
      POWER LIMITED

     

    SHAREHOLDERS
      AGREEMENT

     

    March
      1, 2008

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    CITIUS
      POWER LIMITED

     

    SHAREHOLDERS
      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 “Existing Shareholders”
                and individually as an “Existing Shareholder”),
                holding the Equity Shares in the Company set forth opposite each
                such
                Existing Shareholder’s name in Schedule I
                hereto.

            


    

     

    The
      Company, PIAC and the Existing Shareholders 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. All other
      capitalized terms used but not otherwise defined in this Agreement shall have
      the meanings ascribed thereto in the Subscription Agreement.

     

    WHEREAS,

     

    
      	 	
              A.

            	
              The
                Company proposes to allot, issue and deliver to PIAC, and PIAC desires
                to
                subscribe to 4,500,000 (Four Million Five Hundred Thousand Only)
                Convertible Preference Shares pursuant to the Share Subscription
                Agreement
                (the “Subscription
                Agreement”),
                dated as of the date hereof, by and among the Company, PIAC and the
                Promoters; 

            


    

     

    
      	 	
              B.

            	
              In
                connection with the consummation of the Subscription Agreement, the
                Company and the Existing Shareholders have agreed to the registration
                rights, information rights and other governance rights as set forth
                below;
                and

            


    

     

    
      	 	
              C.

            	
              PIAC
                and the Existing Shareholders wish to enter into this Shareholders
                Agreement to regulate their respective rights and obligations as
                Shareholders of the Company upon the terms and subject to the conditions
                hereinafter set forth.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              1.

            	
              Effective
                Date, Purpose And Scope

            


    

     

    Effective
      Date

     

    1.1 This
      Agreement shall come into force and effect from Closing. 

     

    Compliance
      with Agreement

     

    1.2 Subject
      to Applicable
      Law,
      each Shareholder, being a party to this Agreement, shall at all times
      vote and
      act as a shareholder of the Company to fulfill and comply with the provisions
      of this
      Agreement, to satisfy its obligations hereunder and in all other respects to
      comply with, and shall
      use all
      reasonable efforts to cause the Company to comply with, this Agreement. Each
      Shareholder shall, at all times, cause its respective nominee(s) as Director(s)
      to act in accordance with this Agreement, to amend the Memorandum and Articles
      to conform to the purposes and intent of this Agreement, and to cause the
      Company to adopt such amended Memorandum and Articles through the passage of
      appropriate Board and shareholders’ resolutions and to take such other actions
      as may be required under Applicable Law in this regard. The Company shall be
      bound by the provisions of this Agreement to the fullest extent of its capacity
      and power under Applicable Law.

     

    
      	
              2.

            	
              Further
                Subscription

            


    

     

    Further
      Subscription

     

    2.1 Following
      Closing and at any time prior to the occurrence of a Liquidity Event, PIAC
      shall
      have the right to subscribe to any equity securities offered in the first equity
      financing following the Closing for an amount equal to USD 30,000,000 (USD
      Thirty Million Only) on the same terms and conditions applicable to other
      investors in such offering by giving written notice to the Company.

     

    2.2 In
      the
      event that the first equity financing following the Closing is an IPO, PIAC’s
      right to subscribe to equity securities as set out in clause 2.1 above shall
      be
      subject to the consent of the Underwriter(s) of such IPO.

     

    Promoters’
      Subscription Option 

     

    2.3 The
      Company has granted the Promoters’
      Subscription Option to the individual Promoters as set out in Schedule III,
      and
      PIAC agrees and consents to the grant of the Promoters’
      Subscription Option on the terms set out in Schedule III and hereby waives
      any
      rights of first refusal or pre-emption that would otherwise have been available
      to PIAC in respect of any Shares of the Company that are subject to the
Promoters’
      Subscription Option. 

     

    
      	
              3.

            	
              General
                Provisions

            


    

     

    PIAC
      rights 

     

    3.1 The
      Existing Shareholders and the Company hereby agree and confirm that pending
      the
      conversion of the Convertible Preference Shares into Equity Shares, PIAC shall
      be entitled to all the rights and privileges as are outlined in this Agreement
      as if PIAC was a holder of an equal number of Equity Shares in the
      Company.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Issue
      of Shares by the Company 

     

    3.2 Subject
      to the provisions of Applicable Law and Section 7.1 below, the Board may, from
      time to time, issue and allot at such price and upon such terms as it may
      decide, any Shares of the Company. This shall however be subject to the
      provision that for as long as the Shares are not listed on any stock exchange
      following an IPO, and excluding (i) any Equity Shares issued pursuant to the
      Promoters’
      Subscription Option;
      (ii) any
      Convertible Preference Shares issued to PIAC pursuant to the Subscription
      Agreement and (iii) any Shares in the Company issued in connection with the
      Company’s first financing after Closing (in respect of which PIAC shall have the
      rights set forth in Sections 2.1 and 2.2 above), the Company shall not sell
      or
      otherwise issue to any Person (including, without limitation, any Shareholder)
      any Shares unless (A) the Company complies with this Section 3.2 and (B) prior
      to such issue or sale, each Shareholder shall have received from the Company
      both notice in writing of the terms of the proposed issue and an opportunity
      to
      subscribe to such Shares on the same terms and in an amount up to the product
      of
      such Shareholder’s Percentage Interest and the total number of Shares proposed
      to be issued. If any Shareholder fails to subscribe to such Shares up to the
      full amount of such Shareholder’s entitlement by notice in writing to the
      Company within 30 Business Days from receipt of the notice from the Company
      of
      the proposed issue of such Shares, or, upon subscription, fails to pay the
      Company for the subscribed Shares within such 30 Business Day period, then
      such
      Shareholder shall be deemed to have renounced, in favour of the other
      Shareholders participating in the subscription, its right to subscribe to the
      Shares that it has not subscribed or paid for, and the Company promptly shall
      notify such other participating Shareholders in writing of the number of Shares
      with respect to which the right to subscribe has been deemed renounced pursuant
      to this Section 3.2 and the Shares still available for subscription
      (collectively, the “Remaining
      Shares”).
      Thereafter, each other participating Shareholder shall have a right to subscribe
      to the Remaining Shares in proportion to the Equity Shares arrived at on a
      Fully-Diluted Basis held by such other participating Shareholders divided by
      the
      total Equity Shares arrived
      at on a Fully-Diluted Basis held
      by
      all such other participating Shareholders until the earliest of (i) the
      expiration of 30 Business Days from receipt of notice from the Company of the
      Remaining Shares available for subscription pursuant to the second sentence
      of
      this Section 3.2, (ii) such time when all the Remaining Shares have been
      purchased by such other participating Shareholders and (iii) such time when
      there are no Shareholders willing to purchase any Remaining Shares.
      Notwithstanding any provision in this Agreement to the contrary, if any
      Shareholder is prevented by Applicable Law from purchasing any Shares, such
      Shareholder may designate one or more nominee(s) of such Shareholder to purchase
      such Shares to the extent not prohibited by Applicable Law, provided such
      purchaser agrees to become bound by the terms of this Agreement and
      simultaneously with the purchase of such Shares becomes a party to this
      Agreement. Any Shares that are not purchased by the Shareholders within 30
      Business Days from receipt of the notice from the Company of the Remaining
      Shares available for subscription pursuant to the second sentence of this
      Section 3.2, may be sold by the Company to any proposed purchaser identified
      by
      the Board on such terms and conditions as the Board may deem fit provided that
      such terms and conditions are no more favourable to the proposed purchaser
      than
      those notified by the Company to the Shareholders and provided such purchaser
      agrees to become bound by the terms of this Agreement and simultaneously with
      the purchase of such Shares becomes a party to this Agreement.  

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Initial
      Public Offering; Registration Rights

     

    
      	3.3	
              (a)
                The
                Promoters and the Company shall use their best efforts to achieve
                a
                Liquidity Event within twenty four 24 months of Closing (if an IPO,
                it
                must be on such recognised stock exchange as is mutually agreed upon
                by
                the Parties 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 decided upon at a Board meeting of the Company. The
                Convertible Preference Shares shall mandatorily convert into Equity
                Shares
                at the time of the IPO at a rate of 8.25 Equity Shares for every
                Convertible Preference Share in issue (8.25: 1), Accordingly, upon
                conversion of all the Convertible Preference Shares, PIAC will own
                37,142,857 Equity Shares. At Closing the Equity Shareholders will
                own all
                the 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. The Company shall bear all costs and expenses
                relating to or in connection with the Liquidity Event (excluding
                underwriters’ fees if the Liquidity Event is an IPO). If the Liquidity
                Event is an IPO, the Company will list the Shares held by PIAC in
                conjunction with, or in any event as soon as possible following,
                such
                IPO.

            


    

     

    (b) Subject
      to the provisions of Applicable Law, in conjunction with or at any time after
      an
      IPO has taken place, PIAC may request, in writing, that the Company effect
      a
      registration of all or any part of the Shares owned by PIAC, consistent with
      the
      jurisdiction of registration and stock exchange listing. Thereupon, the Company
      shall, as expeditiously as possible and at its expense, effect the registration
      of all Shares that the Company has been requested so to register. PIAC’s right
      to request registration pursuant to this Section 3.3 (b) shall be exercisable
      once only.

     

    (c) Subject
      to the provisions of Applicable Law and the final sentence of this Section
      3.3
      (c), at any time after the Company becomes eligible to file a Registration
      Statement relating to secondary offerings, PIAC will have the right to require
      the Company to effect a Registration Statement of all or any portion of the
      Shares held by PIAC by notice. Thereupon, the Company shall, as expeditiously
      as
      possible and at its expense (except for any underwriters fees, which will be
      paid by the sellers in the offering), effect the registration on the applicable
      forms of all Shares that the Company has been requested to register by PIAC.
      PIAC’s right to request registration pursuant to this Section 3.3 (c) shall be
      exercisable once only, and may not be exercised in addition to a registration
      of
      PIAC’s Shares pursuant to Sections 3.3 (a) or 3.3 (b) above.

     

    (d) If
      the
      Company itself or any of its Shareholders (except PIAC) at any time after the
      IPO has taken place requested, in writing, that the Company effect a
      registration of all or any part of the Shares held by them, the Company shall
      on
      each such occasion notify PIAC of such proposed registration. Upon the request
      of PIAC, received in writing within 30 Business Days, the Company shall, as
      expeditiously as possible, effect the registration of all Shares that the
      Company has been requested so to register (“Piggyback
      Registration”).
      The
      Piggyback Registration shall be consistent with the registration by the Company
      that triggered this right. If PIAC decides not to include all of its Shares
      in
      any Piggyback Registration made by the Company, it shall nevertheless continue
      to have the right to include any Shares in any subsequent Piggyback Registration
      as may be made by the Company. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Management
                Of The Company

            


    

     

    General

     

    
      	4.1	
              (a) The
                property, business and affairs of the Company shall be managed exclusively
                by and under the direction of the Board. All
                material financial, technical, operational and corporate decisions
                relating to the business of the Company shall be adopted by the
                affirmative vote of a simple majority of the members of the
                Board.

            


    

     

    (b) Subject
      to Section 4.1(a) above, the Promoters shall have the responsibility to manage
      the day to day operations and affairs of the Company and the Group Company.
      The
      Company and the Group Company shall comply and the Promoters shall procure
      that
the
      Company and the Group Company complies with all applicable statutory provisions
      and conducts its business and affairs in accordance with best industry practices
      and strict legal and ethical standards, including, without limitation,
      compliance with contractual terms of clients and other third parties, all
      relevant commercial, tax, labour and other laws and rules and regulations
      relating to commercial, professional and ethical standards. 

     

    (c) PIAC
      shall nominate and replace any person as the Head of Strategy of the Company
      having powers to formulate strategic plans for development of the Company’s
      business.

     

    (d) From
      Closing and till the time an IPO has taken place, the Company shall conduct
      an
      operating review every six months. The Company shall deliver to PIAC the
      findings of such operating review within 15 Business Days from the date of
      the
      review. 

     

    Constitution
      of the Board of Directors 

     

    
      	4.2	
              (a) The
                Company shall have a Board consisting of no more than 7 Directors,
                appointed as follows:

            


    

     

    
      	 	
              (i)

            	
              2
                members nominated by PIAC, such
                nomination to require the prior approval of the Existing Shareholders
                (which shall not be unreasonably withheld or delayed);
                

            


    

     

    
      	 	
              (ii)

            	
              3
                members nominated by the Existing Shareholders, such
                nomination to require the prior approval of PIAC (which shall not
                be
                unreasonably withheld or delayed);
                and

            


    

     

    
      	 	
              (iii)

            	
              2
                Mauritius Board members, provided that such directors are independent
                and
                satisfy the following eligibility criteria: (i) such directors have
                community and professional standing and (ii) such directors are not
                affiliated or associated with any Shareholder.


            


    

     

    (b) The
      Shareholders shall vote the Shares held by them to elect and appoint as
      Directors the individuals nominated by PIAC and the Existing Shareholders in
      accordance with this Agreement. Any person nominated as a Director by a
      Shareholder shall be appointed and may be removed from such office only by
      the
      relevant nominating Shareholder, by a memorandum signed in writing by such
      Shareholder, which shall take effect from the date stated in such memorandum
      or,
      if no such date shall be stated, from the date when such memorandum is lodged
      at
      the registered office of the Company. For the avoidance of doubt, a Director
      shall be removed from office without notice if he is guilty of any gross default
      or misconduct in connection with or affecting the Business, or is guilty of
      fraud, dishonesty or any criminal offence (save for minor road traffic
      offences). 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Committees
      

     

    4.3 Each
      committee/sub-committee of the Board of the Company and the Group Company shall
      be constituted in a manner whereby PIAC and the Existing Shareholders have
      a
      representation on such committee/sub-committee in proportion to their
      representation on the Board of the Company. 

     

    Alternate
      Directors 

     

    4.4 Any
      Director
      appointed to the Board shall be entitled to nominate an alternate to
attend
      and vote at Board meetings in his absence. Such alternate shall be approved
      in
      writing
      by the Shareholder who appointed such nominating Director. 

     

    D&O
      Insurance; Costs 

     

    
      	4.5	
              (a) To
                the extent it is
                available and permissible under Applicable Law, the Promoters shall
                cause
                the Company to, and the Company shall, maintain appropriate insurance
                coverage and provide for standard indemnification provisions in the
                Memorandum and Articles for the Directors, executive officers, and
                other
                officers and representatives of the Company in relation to the discharge
                of their respective duties.

            


    

     

    (b) Subject
      to Applicable Law, the Company shall reimburse Directors for reasonable travel,
      hotel and other expenses incurred in connection with the Board or committee
      meetings or otherwise in working for the Company. 

     

    Meetings
      of Board; Quorum

     

    
      	4.6	
              (a) The
                Board shall hold no less than (i) one meeting every three months
                and (ii)
                four meetings in any given financial year. Such meetings shall be
                held at
                the Company’s registered office or such other place as the Board may from
                time to time determine. No less than 15 calendar days’ prior written
                notice of every meeting of the Board shall be given to every Director
                of
                the Board, whether such Director is based or located in Mauritius
                or
                abroad; provided, however, that, any given meeting of the Board may
                be
                held upon shorter notice if all the Directors waive such notice period.
                Such notice shall be accompanied by the agenda setting out the business
                proposed to be transacted at such meeting of the Board. Any Director
                may
                request the Chairman to call a meeting of the Board. Upon such request,
                the Chairman shall call a meeting of the
                Board.

            


    

     

    (b) Minutes
      of each meeting of the Board shall be taken and kept by the company secretary
      in
      the books of the Company. Copies of the minutes of each such meeting shall
      be
      delivered to each member of the Board as soon as practicable. If a member is
      not
      present at any Board meeting, copies of all documents considered by the Board
      at
      such meeting shall be promptly delivered to him with a copy of the relevant
      minutes.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c) To
      the extent permissible by Applicable Law, any Director may participate in a
      Board meeting by means of a telephone or video conference.

     

    (d) Notwithstanding
      any
      other provisions of this Section 4, a resolution in writing signed by all
Directors
      (which
      resolution may consist of several counterparts) shall be as valid and effective
      as if it had been adopted by a duly convened meeting of the Board.

     

    (e) The
      presence
      in person of at least two (2) Directors on the Board shall be required to
      constitute a quorum at a meeting of the Board or committee thereof; provided,
      however, that no quorum shall exist unless one (1) Director nominated by PIAC,
      and one (1) other Director is present. In the absence of a quorum, the meeting
      of the Board or committee thereof shall be adjourned by the Directors present
      and shall be reconvened 14 days thereafter on the same day, time and place.
      The
      quorum for any adjourned meeting shall be any two (2) Directors present.


     

    (f) Each
      Director on the Board shall have only one vote. The Chairman of the Board shall
      not have a second or casting vote. 

     

    Powers
      of the Directors

     

    
      	4.7	
              (a) Subject
                to the provisions of Section 4.7(b), the Board shall act by majority
                vote.
                For the avoidance of doubt, all
                decisions, actions and resolutions of the Board shall, subject to
                the
                provisions of Section 4.7(b), be adopted by the affirmative vote
                of a
                simple majority of the members of the
                Board.

            


    

     

    (b) Notwithstanding
      any
      other
      provision of this Agreement to the contrary, no
      action
      or decision will be taken by the Board of the Company or the Group Company
      (including by way of passing resolutions by circulation) in respect of any
      of
      the matters listed in Schedule IV hereof without the affirmative vote of a
      Director nominated by PIAC.

     

    (c) A
      Director may from time to time disclose to the Shareholder who appointed him
      and
      its representatives
      such information as he has regarding the Company or its business and operations
      as shall reasonably be requested by the Shareholder appointing him.

     

    
      	
              5

            	
              Shareholder
                Meetings

            


    

     

    General
      Meeting of Shareholders 

     

    5.1 The
      Company shall hold no less than one general meeting of the shareholders in
      any
      given calendar year. Except as provided in this Section 5, all general meetings
      of the shareholders shall be governed by Applicable Law and the Memorandum
      and
      Articles. The Chairman of the Board shall preside at all general meetings of
      the
      Shareholders provided that the Chairman of a general meeting shall not have
      a
      casting vote. If the Chairman is absent or fails to serve as the presiding
      officer at any such general meeting of the shareholders, a Director as may
      be
      mutually agreed by the shareholders shall preside in the Chairman’s place. To
      the extent permissible by Applicable Law, a Shareholder may participate in
      a
      general meeting by means of a telephone or video conference.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Notice
      of Shareholders Meetings 

     

    5.2 Prior
      written notice of 21 calendar days shall be given to the Shareholders for all
      general meetings; provided
      however,
      that any given meeting of the Shareholders may be held upon shorter notice
      if
      all the Shareholders waive such notice period in accordance with the provisions
      of Applicable Law. Such notice shall be accompanied by the agenda setting out
      the business proposed to be transacted at such meeting of the
      Shareholders.

     

    Quorum
      

     

    5.3 The
      quorum for a general meeting of the Shareholders shall be the presence in person
      of at least two (2) Shareholders; provided however, that no quorum shall exist
      until at least one nominee or representative
      appointed or authorized by PIAC is present at the meeting. In the absence of
      a
      quorum, the general meeting shall be adjourned by the Shareholders present
      and
      shall be reconvened on such date, time and place as may be decided by the Board.
      The quorum for any adjourned meeting shall be any two (2) Shareholders present
      in person or through their duly authorised representative. 

     

    Voting
      Requirements

     

    
      	5.4	
              (a) Except
                as required under Applicable Law and subject to Section 5.4(c), the
                vote
                of a majority of the Shareholders of the Company present at a validly
                called meeting (including, without limitation, a reconvened meeting)
                at
                which a quorum is present shall be required for any action to be
                taken by
                the Company’s Shareholders on any matter. At each Shareholders meeting,
                each Shareholder shall have the voting rights available to such
                Shareholders on the basis of the Shares issued to
                them.

            


    

     

    (b) Notwithstanding
      any other provisions of this Section 5, a resolution in writing signed by all
      Shareholders (which resolution may consist of several counterparts) shall be
      as
      valid and effective as if it had been passed at a duly convened Shareholders’
meeting.

     

    (c) The
      Shareholders must approve any proposed Liquidity Event, such approval not to
      be
      unreasonably withheld. Notwithstanding
      any
      other provision of this Agreement to the contrary, no action or decision will
      be
      taken by the shareholders of the Company or the Group Company in respect of
      any
      of the matters
      listed
      in Schedule IV hereof
      without the affirmative vote of an authorized representative of PIAC.


     

    
      	
              6

            	
              Transfer
                Of Shares

            


    

     

    Right
      of First Refusal

     

    
      	6.1	
              (a) Except
                as specified in the last sentence of this Section 6.1(a), with respect
                to
                a right of first refusal applying only to Shares held by RSK Holdings
                (BVI) Limited (“RSK”)
                and DVK Holdings (BVI) Limited (“DVK”),
                as amongst those two Existing Shareholders (or any Permitted Transferee
                of
                such two Existing Shareholders), in the event that any Shareholder
                desires
                to Transfer all or a portion of the Shares held by such Shareholder
                (the
                “Selling
                Shareholder”)
                pursuant to a bona fide offer by any Person (“Offeror”),
                the Selling Shareholder shall immediately deliver a written notice
                (“Offer
                Notice”)
                to all other Shareholders (the “Other
                Shareholder”)
                describing accurately and in reasonable detail the terms and conditions
                of
                the offer, including the timing as to execution, the number of Shares
                subject to the offer (the “Offer
                Shares”)
                and the price to be paid for such Shares pursuant to such offer,
                the name
                and address of the Offeror, any agreements or documents to be executed
                and
                delivered relating to such offer, any related terms and conditions
                and any
                additional information reasonably required by the Other Shareholder.
                Notwithstanding any provision of this Agreement, the Selling Shareholder
                shall not Transfer the Offer Shares to, or enter into any binding
                agreement in respect of the Offer Shares with, the Offeror unless
                and
                until the terms and requirements of Section 6.1(b) through (h) are
                satisfied. Notwithstanding the other terms of this Section 6.1(a)
                and in
                priority to those terms, the Parties agree and acknowledge that RSK
                and
                DVK have agreed amongst themselves that each of them shall have a
                right of
                first refusal upon the proposed transfers of Shares held by the other,
                and
                that such first refusal shall be upon the same terms, mutatis
                mutandis,
                as provided amongst all Shareholders under this Section 6.1 (save
                that RSK
                and DVK may elect to purchase some but not all of the Offer Shares),
                except that it shall only apply with respect to RSK and DVK, or to
                any
                transferee or shareholder of RSK or DVK which is a family member
                or entity
                controlled by a family member of the shareholder of RSK and DVK (such
                person a “Permitted
                Transferee”),
                and only after satisfaction of this right between RSK and DVK (or
                a
                Permitted Transferee) shall the terms of this Section 6.1(a) apply
                to each
                of them (and then only with respect to Shares not transferred pursuant
                to
                this sentence). 

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b) Upon
      the Offer Notice being delivered to the Other Shareholder, the Other Shareholder
      shall have the right, exercisable at its sole discretion, to purchase all,
      but
      not less than all, of the Offer Shares on such terms and conditions that are
      no
      less favourable to the Other Shareholder than those specified in the Offer
      Notice in accordance with the terms of Section 6.1(c); 

     

    (c) If
      the Other Shareholder, in its sole discretion, elects to purchase or nominate
      a
      third party to purchase, as applicable, all, but not less than all, of the
      Offer
      Shares pursuant to Section 6.1(b) above, the Other Shareholder shall, within
      the
      time period set forth in the Offer Notice, provided that such period shall
      in no
      event be less than thirty (30) Business Days (the “Offer
      Period”),
      give to the Selling Shareholder a notice in writing exercising its right of
      first refusal (a “RFR
      Notice”).
      If a RFR Notice is provided by the Other Shareholder, the transaction of
      purchase and sale shall be completed by the Other Shareholder within the time
      frame specified in the offer by the Offeror, provided that such period shall
      in
      no event be less than ten (10) Business Days following the expiry of the Offer
      Period, and provided further that such obligation to complete is subject to
      receipt of requisite governmental approvals which approvals shall be promptly
      applied for in good faith.

     

    (d) If
      the Other Shareholder, in its sole discretion, does not exercise its rights
      under Section 6.1(b), and does not, within the Offer Period, provide the RFR
      Notice, the Selling Shareholder may sell the Offer Shares to the Offeror after
      the expiry of the Offer Period, within a period of one (1) month and for a
      price
      and on other terms no more favourable to the Offeror than those contained in
      the
      Offer Notice. If the Offer Shares are not sold within such one month period
      on
      such terms, the rights of the Other Shareholder pursuant to this Section 6.1
      shall again take effect with respect to any sale of Shares of the Company held
      by the Selling Shareholder. 

     

    (e) Notwithstanding
      any provision of this Agreement, the Other Shareholder shall be entitled to
      require reasonable evidence from the Selling Shareholder that the purchase
      and
      sale of the Offer Shares was completed at a price and on other terms no more
      favourable to the Offeror than those contained in the Offer Notice.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (f) All
      notices given under this Section shall also be given concurrently to the
      Company.

     

    (g) The
      Selling Shareholder shall at all times in soliciting or accepting any offers
      from any third party, condition such proposed sale on the execution of a deed
      of
      adherence under which the party to whom any Shares would be sold would agree
      to
      be bound by the provisions of this Agreement. The Offeror shall, as a condition
      to the effectiveness of any Transfer of Shares contemplated in this Section
      6.1,
      deliver to the Company (i) such Offeror’s deed of adherence agreeing to be bound
      by the provisions of this Agreement upon consummation of the Transfer and (ii)
      any other information reasonably requested by the Company. The Selling
      Shareholder and/or the Offeror shall reimburse the Company for all reasonable
      costs and expenses incurred by the Company in connection with any such
      Transfer.

     

    (h) The
      Selling Shareholder shall procure that the Transferee shall enter into a deed
      of
      accession that will cause the Transferee to be bound by the terms of this
      Agreement as though it were a Party hereto. Such deed of accession shall be
      in a
      form reasonably acceptable to the Board. 

     

    Tag-Along
      and Drag-Along Rights of PIAC

     

    
      	6.2	
              (a) If
                any Existing Shareholder proposes to sell its Shares on a bona fide
                arm’s
                length sale to a third party purchaser in accordance with Section
                6.1(d)
                above, it shall not complete such sale unless it ensures that the
                third
                party purchaser offers to buy from PIAC all the Shares held by PIAC
                on the
                same terms (including price per Share) as are applicable to the sale
                of
                the Existing Shareholder’s Shares (the “Tag
                Along Right”).
                The offer shall:

            


    

     

    (i) be
      irrevocable and unconditional (except for any conditions which apply to the
      proposed transfer of the Existing Shareholder’s Shares); 

     

    (ii) fully
      describe all material terms and conditions (including terms relating to price,
      time of completion and conditions precedent) agreed between the Existing
      Shareholder and the third party purchaser; 

     

    (iii) be
      open
      for acceptance by PIAC during a period of not less than twenty-one (21) days
      after receipt of such offer.

     

    If
      the
      offer is accepted by PIAC, the sale shall be conditional upon completion of
      the
      sale of the Existing Shareholder’s Shares to the third party purchaser and shall
      be completed at the same time and on the same terms (including price per Share)
      as are applicable to the sale of the Existing Shareholder’s Shares.

     

    (b) If
      PIAC
      proposes to sell all its Shares on a bona fide arm’s length sale to a third
      party purchaser, it shall have the right to require the Existing Shareholders
      to
      transfer all the Shares held by them to the third party purchaser at the same
      time and on the same terms (including price per Share) as are applicable to
      the
      sale of PIAC’s Shares (the “Drag
      Along Right”).
      If
      such a right is exercised by PIAC, the sale shall be conditional upon completion
      of the sale of PIAC’s Shares to the third party purchaser and shall be completed
      at the same time and on the same terms (including price per Share) as are
      applicable to the sale of PIAC’s Shares. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c) The
      Tag
      Along Right may be exercised at any time. The Drag-Along Right may be exercised
      by PIAC at any time after 24 months following Closing save that it shall cease
      to be exercisable upon PIAC reducing its holding of Shares in the Company (or
      its holding being diluted by the issuance of Shares in the Company to other
      persons) to no more than 22% of the Share Capital of the Company on a Fully
      Diluted Basis.  

     

    Permitted
      Transfers 

     

    6.3 The
      Parties
      agree that the
      restrictions set forth in this Section 6 with respect to the Transfer of any
      Shares
      shall
      apply to all Transfers except to any Transfer by any Shareholder to its
      Affiliate; provided however, that as a condition to any proposed Transfer to
      an
      Affiliate, such Affiliate must execute a deed of adherence and become a party
      to
      this Agreement and become legally bound by the terms of this Agreement,
      including, but not limited to, the terms of this Section 6.

     

    
      	
              7

            	
              Anti-Dilution;
                Liquidation Preference

            


    

     

    Anti-Dilution

     

    7.1 Except
      for any Shares issued to PIAC pursuant to this Section 7.1, if the Company,
      at
      any time and from time to time after Closing (but only prior to the occurrence
      of a Liquidity Event), issues additional Shares to any Person at a price per
      Share that is lower than the Anti-Dilution Price (such lower price per Share,
      the “Subsequent
      Issue Price”),
      PIAC shall have the right to cause the Company to issue, and the Promoters
      shall
      cause the Company to issue, and the Company shall be obligated to issue, such
      number of additional Shares to PIAC such that the average consideration paid
      by
      PIAC to acquire all the Shares issued to it by the Company till the time of
      such
      issuance (including the Shares acquired by PIAC pursuant to this Section 7.1)
      is
      equal to the Subsequent Issue Price. 

     

    Liquidation
      Preference

     

    7.2 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 original
      subscription price for each such Convertible Preference Share (“Liquidation
      Preference”).

     

    7.3 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 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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	8	
              Information
                Rights

            


    

     

    Inspection
      

     

    8.1 The
      Company shall permit (i) PIAC, or any authorized representative thereof, to
      visit and inspect the properties of the Company, including its corporate and
      financial records, and to discuss its business finances and accounts with
      officers of the Company, during normal business hours following reasonable
      notice, but no more than once per quarter; provided that the normal functioning
      of the Company shall not in any way be affected.

     

    Financial
      Statements and Other Information

     

    
      
        	8.2	
                (a) The
                  Company shall deliver to
                  PIAC:

              


      

    

     

    (i) within
      ninety (90) days from Closing, and thereafter, within ninety (90) days
      after the end of each fiscal year, beginning with the fiscal year ending [●], an
      audited balance sheet of the Company and the Group Company as at the end of
      such
      year and audited statements of income and of cash flows of the Company and
      the
      Group Company for such year, certified by certified public accountants, and
      prepared in accordance with generally accepted accounting principles
      consistently applied (except as noted) and setting forth in each case in
      comparative form the figures from the previous fiscal year, with an explanation
      of any unusual difference between them, all in reasonable detail. Such financial
      statements shall be accompanied by a report and opinion thereon by independent
      public accountants of international standing selected by the company’s Board of
      Directors and a report by management with a discussion of the business,
      including any changes in the financial condition and any significant business
      developments;

     

    (ii) within
      forty five (45) days after the end of the first, second and third quarterly
      accounting periods in each fiscal year, beginning with the quarter ending [●],
      an unaudited balance sheet of the Company and the Group Company as at the end
      of
      such quarter and unaudited statements of income and of cash flows of the Company
      and the Group Company for such quarter and for the current fiscal year to date,
      prepared in accordance with generally accepted accounting principles
      consistently applied with the exception that no notes need be attached to such
      statements and year-end adjustment need not have been made, and setting forth
      in
      each case in comparative form the figures from the previous fiscal year, with
      an
      explanation of any material differences between them. Such financial statements
      shall be accompanied by a report by management with a discussion of the
      business, including any changes in the financial condition and any significant
      business developments;

     

    (iii) with
      reasonable promptness, such other information and data pertaining to the Company
      and the Group Company and its affairs as PIAC may from time to time reasonably
      request; provided that the cost and expenses relating and incidental to
      preparation of such other information and data shall be borne by the Party
      requesting the same; and

     

    (iv) such
      other notices, information and data with respect to the Company and the Group
      Company as they transmit to the holders of its capital stock at the same time
      it
      transmits such items to such holders.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Material
      Changes and Litigation 

     

    8.3 The
      Company will promptly notify PIAC of any material adverse change in the
      business, properties, assets or condition, financial or otherwise, of the
      Company or the Group Company, and of any event or litigation or governmental
      proceeding or investigation pending or, to the reasonable knowledge of the
      Company, threatened against the Company or the Group Company, or against any
      officer, director, key employee or principal stockholder of the Company or
      the
      Group Company materially affecting, or that, if adversely determined, would
      materially adversely affect, the Company’s or the Group Company’s present or
      then proposed business, properties, assets or condition (financial or
      otherwise), and management’s proposed response thereto, taken as a whole on a
      consolidated basis. 

     

    
      	9	
              Representations
                And Warranties

            


    

     

    Representations
      and Warranties of the Company and the Existing
      Shareholders

     

    
      	9.1	
              (a) The
                Company and each of the Existing Shareholders have full power, capacity
                and authority to execute, deliver and perform this Agreement and
                have
                taken all necessary actions (corporate, statutory or otherwise) to
                accept
                and undertake all the terms and conditions contained in this Agreement
                and
                to authorise the execution, delivery and performance of this Agreement.
                

            


    

     

    (b) PIAC’s
      Shares shall have the same voting rights as the Shares held by the Shareholders.
      

     

    (c) This
      Agreement has been duly and validly authorized, executed and delivered by the
      Company and each
      Existing Shareholder and constitutes its valid and binding obligation,
      enforceable against it in accordance with its terms; 

     

    (d) The
      Company, the Group Company, the Promoters and / or the Existing Shareholders
      are
      not a party to, bound or affected by or subject to any
      indenture, mortgage, lease, agreement, instrument, charter or by-law provision,
      statute, regulation, judgment, decree or law that would be violated,
      contravened, breached by or under which default would occur or under which
      any
      payment or repayment would be accelerated as a result of the execution and
      delivery of this Agreement or the consummation of any of the transactions
      provided for in this Agreement; and

     

    (e) No
      consents or approvals of or filings or registrations with any Governmental
      Authority are necessary, and no consents or approvals of or filings or
      registrations with any third party are necessary, in each case in connection
      with the execution and delivery by, and the consummation of, the transactions
      contemplated hereby except such consents or approvals that have already been
      obtained and filings or registrations that have already been made.

     

    (f) The
      Company, the Group Company, the Promoters and / or the Existing Shareholders
      have
      not
      entered into any agreement, which is currently subsisting, with respect to
      the
      Share Capital of the Company or the Group Company.

     

    Representations
      and Warranties of PIAC

     

    
      	9.2	
              (a) PIAC
                has been duly incorporated and is validly existing and in good standing
                under the laws of the jurisdiction of its
                incorporation;

            


    

     

    (b) Subject
      to obtaining the authorisation of its shareholders required prior to subscribing
      to the Convertible Preference Shares and transferring the funds, PIAC has the
      corporate power and authority to enter into and perform its obligations under
      this Agreement;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (c) This
      Agreement has been duly and validly authorized, executed and delivered by it
      and
      constitutes its valid and binding obligation, enforceable against it in
      accordance with its terms; and

     

    (d) PIAC
      is not a party to, bound or affected by or subject to any indenture, mortgage,
      lease, agreement, instrument, charter or by-law provision, statute, regulation,
      judgment, decree or law that would be violated, contravened, breached by or
      under which default would occur or under which any payment or repayment would
      be
      accelerated as a result of the execution and delivery of this Agreement or
      the
      consummation of any of the transactions provided for in this
      Agreement.

     

    Company’s
      Representations and Warranties

     

    9.3 The
      Company represents and warrants to and for the benefit of PIAC, and covenants
      with PIAC,
      and the
      Promoters shall procure, that during the term of this Agreement, nothing in
      the
      Memorandum and Articles shall conflict with this Agreement, and that the Company
      shall amend the Memorandum and Articles to ensure that such Memorandum and
      Articles are consistent with this Agreement.

     

    Other
      Covenants

     

    
      	
              9.4

            	
              The
                Parties covenant and agree that any Promoter, the Company or the
                Group
                Company shall not enter into a contract or transaction with an Affiliate
                of any Promoter or any member of the Board of such company without
                first
                fully disclosing the details of the contract or transaction to the
                Board
                of the Company and after obtaining its prior approval.
                

            


    

     

    Survival
      of Representations 

     

    9.5 All
      of
      the representations, warranties and covenants made in this Agreement shall
      survive and continue to be in effect after the execution of this Agreement
      and
      shall be deemed to be continuing and in full force and effect, except that
      no
      Party shall be deemed to have made any representation or warranty in respect
      of
      any facts or circumstances not subsisting at the time of execution of this
      Agreement, nor be required to repeat any representation or warranty except
      to
      the extent specifically agreed in writing by such Party.

     

    
      	10	
              Indemnification;
                Confidentiality

            


    

     

    Indemnification
      

     

    10.1 Each
      Shareholder agrees to indemnify, defend and hold harmless each of the Company,
      the other Shareholder(s), and their respective lawful successors and assigns
      from and against any and all losses, liabilities, claims, damages, costs and
      expenses (including reasonable legal fees and disbursements in connection
      therewith and interest chargeable thereon) asserted against or incurred by
      the
      Company or such other Shareholder(s) that arise out of, result from, or may
      be
      payable by virtue of, any breach or non-performance of any representation,
      warranty, covenant or agreement made or obligation to be performed by the
      indemnifying Shareholder pursuant to this Agreement; provided however, that
      the
      indemnifying Shareholder shall not be liable (whether in contract, tort,
      misrepresentation, warranty, negligence, strict liability or otherwise) for
      any
      special, indirect, incidental or consequential damages arising out of or in
      connection with this Agreement, or any performance, non-performance or breach
      hereof.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Confidentiality
      

     

    10.2 This
      Agreement, the Subscription Agreement and their contents are confidential.
      The
      Parties shall treat all information relating to the other Parties as
      confidential.

     

    No
      Party
      may directly or indirectly make any announcement or disclosure relating to
      any
      confidential information unless:

     

    (a) required
      by applicable law or the rules of any recognised investment exchange; or


     

    (b) the
      information is properly disclosed to the professional advisers, auditors or
      bankers of the disclosing Party, provided that the recipient first agrees not
      to
      disclose the information; or

     

    (c) the
      information is in the public domain, other than through a breach of this
      Section; or

     

    (d) the
      Party
      to which the information relates has consented to the announcement or
      disclosure.

     

    Public
      Announcements 

     

    
      	10.3	
              (a) No
                formal public announcement or press release in connection with the
                signature or subject matter of this Agreement shall (subject to Section
                10.3(b)) be made or issued by, or on behalf of, any Party without
                the
                prior written approval of the other Parties (such approval not to
                be
                unreasonably withheld or delayed).

            


    

     

    (a) If
      a
      Party has an obligation to make or issue any announcement required by law or
      by
      any regulatory body to whose rules it is subject or by any Government Authority,
      the relevant Party shall give the other Parties every reasonable opportunity
      to
      comment on any announcement or release before it is made or issued (provided
      that this shall not have the effect of preventing the party making the
      announcement or release from complying with its legal and/or regulatory
      obligations).

     

    
      	11	
              Miscellaneous

            


    

     

    Conflict
      with Memorandum and Articles 

     

    11.1 If
      there is any ambiguity, inconsistency or conflict between the provisions of
      the
      Memorandum and Articles (as amended in accordance with the terms hereof through
      the date when such ambiguity, conflict or inconsistency arises or is deemed
      to
      arise) and this Agreement, such ambiguity, inconsistency or conflict shall
      be
      resolved by giving precedence to the provisions of the Memorandum and Articles
      over this Agreement and the Parties promptly shall
      take all such actions and steps as are necessary to amend the Memorandum and
      Articles to eliminate such inconsistency or conflicting provision or term from
      the Memorandum and Articles and to replace it with a provision or term that
      is
      consistent with the provisions of this Agreement. In the meantime, while any
      such amendments to the Memorandum and Articles are pending, no Party hereto
      shall seek to enforce the provision of the Memorandum and Articles that is
      being
      amended so as to avoid inconsistency with the provisions hereof.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Termination

     

    
      	11.2	
              (a) This
                Agreement shall terminate upon:

            


    

     

    
      	
            	(i)	
              The
                written agreement of the Parties;

            


    

     

    
      	
            	(ii)	
              The
                dissolution, liquidation or winding up of the Company;
                

            


    

     

    
      	 	
              (iii)

            	
              Prior
                to the Closing, any
                breach by any of the Parties (the “Defaulting
                Party”)
                of any of their representations and warranties, undertakings, obligations
                and/or covenants in this Agreement or a default in compliance with
                the
                terms and conditions of this Agreement which is not cured within
                45 days
                of notice thereof being given to the Defaulting Party by the
                non-defaulting Party (“Non-Defaulting
                Party”);
                or

            


    

     

    
      	
            	(iv)	
              The
                occurrence of a Liquidity Event. 

            


    

     

    
      
        (b)
          Upon
          the
          occurrence of any of the events set out in Section 11.2(a)(iii) above,
          the
          Non-Defaulting Party shall be entitled to terminate this Agreement in relation
          to any other Party by notice in writing to the other Parties. 

      

    

     

    (c) The
      termination of this Agreement shall not discharge, affect or otherwise modify
      the rights and obligations of the Parties established or incurred prior to
      such
      termination. Notwithstanding anything to the contrary, the provisions in this
      Agreement relating to Indemnification, Confidentiality; Arbitration; Notices;
      Governing Law and other representations, warranties, covenants and obligations
      which by their nature are intended to survive shall survive the termination
      of
      this Agreement. 

     

    
      
        (d)
          Except
          as provided in Section 11.2(c) above, the rights and obligations of a
          Shareholder hereunder shall automatically terminate from the time such
          Shareholder no longer owns or holds any Shares in the Company, either directly
          or through its Affiliates. 

      

    

     

    No
      Partnership

     

    11.3 The
      Parties
      hereto agree that nothing in this Agreement shall be deemed to create a
      partnership, agency or any other relationship between them, except as otherwise
      expressly stated herein.

     

    Rights
      of Inspection and Audit 

     

    11.4 PIAC
      shall have reasonable access upon the provision of prior written notice of
      at
      least 15 Business Days, to examine, inspect and audit, at its own expense,
      the
      books, records and accounts of the Company during normal business hours.


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Notices
      

     

    
      	
              11.5

            	
              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
      Existing Shareholders: 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 

     

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

     

    Arbitration 
      

     

    
      	11.7	
              (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).

     

    (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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (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 11.7 shall be determined by the arbitration panel.

     

    Expenses 
      

     

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

     

    Survival
       

     

    11.9 The
      representations,
      warranties, covenants and agreements made in this Agreement shall survive 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. 

     

    Assignment;
      Benefit; Amendment and Waivers 

     

    
      	11.10	
              (a) Subject
                to the provisions of the Subscription 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 that is
                financially capable of fulfilling PIAC’s obligations under this Agreement
                and the Subscription Agreement, and which enters into a deed of accession
                to be bound by the terms of this Agreement as though it were a Party
                hereto, such deed to be in a form reasonably acceptable to the Board,
                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. 

            


    

     

    (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  

     

    11.11 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 Subscription Agreement. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Severability
      

     

    11.12 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 
      

     

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

     

    Specific
      Performance  

     

    11.14 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 

     

    11.15 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.

     

    Third
      Party Rights 

     

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

     

    Headings;
      Schedules 

     

    11.17 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.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    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
	 	 
	
              RSK
                Holdings (BVI) Limited

            
	 	 
	
              By:
                

            	/s/
              Ravi
              Kailas           
              
	
              Name:

            	Ravi
              Kailas           
              
	
              Title:

            	 
	 	 
	
              DVK
                Holdings (BVI) Limited

            
	 	 
	
              By:
                

            	/s/
              Deepak Kochnar    
	
              Name:

            	Deepak
              Kochnar    
	
              Title:

            	Sole
              Director
	 	 
	
              Rohit
                Phansalkar

            
	
              /s/
                Rohit Phansalkar

            


    

    

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      I

     

    EXISTING
      SHAREHOLDERS

    


    
      	
               

              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%

            


    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      II

     

    DEFINITIONS

     

    “Anti-Dilution
      Price”
      shall mean the average consideration paid by PIAC to acquire all the Shares
      issued to it by the Company;

     

    “Consolidated
      Interest Expense”
shall
      mean, for any period, the total interest expense (net of interest income) of
      the
      Company;

     

    “Consolidated
      Net Income”
shall
      mean, for any period, the net income (loss) (including cash and non-cash
      charges) of the Company; provided,
      however,
      that
      there shall not be included in such Consolidated Net Income: (i) any gain (or
      loss) realized upon the sale or other disposition of any assets of the Company
      (including pursuant to any sale-and-leaseback arrangement), except sales or
      dispositions of inventory or fixed assets in the ordinary course of business;
      (ii) interest income; and (iii) extraordinary gains or losses;

     

    “Drag
      Along Right”
      has the
      meaning given to such term in Section 6.2(b);

    


    “EBITDA”
shall
      mean, with respect to the Company for any period, an amount equal to the sum
      of
      (i) Consolidated Net Income for such period plus (ii) the following amounts
      for
      such period, in each case, to the extent deducted in calculating Consolidated
      Net Income for such period: (w) the provision for income taxes; (x) Consolidated
      Interest Expense; (y) depreciation; and (z) amortization; it being understood
      that such amount shall be calculated on a consolidated basis;

     

    “Further
      Subscription”
means
      the subscription by PIAC to the Convertible Preference Shares in accordance
      with
      Section 2 above;

    


     

    “Percentage
      Interest”
      means, with respect to any Shareholder and as of any date, a number equal to
      a
      fraction, the numerator of which is the number of Equity Shares arrived at
      on a
      Fully-Diluted Basis owned by such Shareholder as of such date and the
      denominator of which is the total number of Equity Shares arrived at on a
      Fully-Diluted Basis then issued and outstanding; 

     

    


    “Registration
      Statement”
      means a
      registration statement or prospectus filed by the Company with the relevant
      Governmental Authority for a public offering and sale of securities of the
      Company (other than a registration statement in any form for a limited purpose,
      any registration statement covering only securities proposed to be issued in
      exchange for securities or assets of another corporation or a registration
      statement solely for the purpose of registering shares issued in a
      non-underwritten offering in connection with a merger, combination or
      acquisition); 

    


    “Subscription
      Agreement”
has
      the
      meaning assigned to such term in the recitals to this Agreement;

    


    “Tag
      Along Right”
      has the
      meaning given to such term in Section 6.2(a).

     

    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      III

     

    PROMOTERS’
      SUBSCRIPTION OPTION

    


    1. The
      Company has granted the Promoters, in proportion to their shareholding in the
      Company at Closing, options (collectively, the “Promoters’
      Subscription Options”)
      pursuant to which the Promoters may subscribe to such number of Equity Shares
      (the “Earn
      Out Shares”),
      on
      the terms and conditions set forth below. The Promoters’ Subscription Option may
      be exercised by each Promoter on the two exercise dates specified below, if
      the
      conditions to such exercise have been satisfied. The ownership percentage
      reflected in this Schedule III will be diluted, proportionate to the ownership
      percentage of PIAC and the Existing Shareholders prior to exercise of the
      Promoters’ Subscription Options in the event of the additional subscription for
      Shares by a third party (and issuance of those additional Shares to such third
      party) after Closing and prior to exercise of the Promoters’ Subscription
      Option. 

     

    The
      first
      Promoters’ Subscription Option may be exercised by the Promoters within 15
      months after the conditions set forth in paragraph 5 below have been satisfied.
      The second Promoters’ Subscription Option may be exercised by the Promoters
      within 12 months after the conditions set forth in paragraph 6 below have been
      satisfied. 

     

    2. In
      the
      event the Promoters desire to exercise the Promoters’ Subscription Option in
      accordance with paragraph 1 above, the Promoters shall issue a notice to the
      Company for the issuance of the Earn Out Shares (the “Exercise Notice”).
      

     

    3. The
      Company shall within 5 Business Days of receipt of an Exercise Notice and
      payment of the par value and / or the exercise price in full for the Earn Out
      Shares that are subject of such Exercise notice, allot, issue and deliver the
      Earn Out Shares to the Promoters free from Liens and with full legal and
      beneficial ownership and with all rights attaching to the Shares.

     

    4. The
      Company shall on the date of allotting the Earn Out Shares deliver to the
      Promoters a certificate duly stamped and registered in its name representing
      the
      number of Shares that the Promoters are subscribing. 

     

    5. If,
      at
      the end of the fifteenth (15th)
      month
      after Closing, the Company owns, directly or indirectly, assets with generation
      capacity of more than 55 MW, and the Company and/or any subsidiary of the
      Company has entered into Memorandums of Understanding to acquire, or has under
      contract for acquisition, as noted by the Board, assets which would once
      acquired provide, in aggregate, an additional 200 MW of generation capacity
      (with a permissible variance of 20%), the Promoters shall be entitled to
      purchase a) 100,000 Shares per MW increase in owned generating capacity in
      excess of 55 MW, a maximum of 4,000,000 Shares at no cost and b) 125,000 shares
      per MW increase in owned generating capacity in excess of 55 MW a maximum of
      5,000,000 Shares at a purchase price of $1.40 per share. 

     

    6. If
      at the
      end of the twenty-seventh (27th)
      month
      after Closing, the Company owns, directly or indirectly, assets with generation
      capacity of more than 105 MW, and the Company and/or any subsidiary of the
      Company has entered into Memorandums of Understanding to acquire, or has under
      contract for acquisition, as noted by the Board, assets which would once
      acquired provide, in aggregate, an additional 300 MW of generation capacity
      (with a permissible variance of 20%), then the Promoters shall be entitled
      to
      purchase a) 250,000 Shares per MW increase in owned generating capacity in
      excess of 105 MW, a maximum of 7,50,000 Shares at no cost and b) 250,000 Shares
      per MW increase in owned generating capacity in excess of 105 MW, a maximum
      of
      7,500,000 Shares at a purchase price of $1.50 per Share.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    7. The
      following table shows the shareholding position on a Fully Diluted Basis
      subsequent to all the Earn Out Shares being earned and issued following full
      exercise by the Promoters of the Promoters’ Subscription Options and further
      assuming that all Convertible Preference Shares are converted:

     

    
      	
              At
                Closing

            
	 	
              Number
                of Shares

            	
              Price
                per Share

            	
              Percent
                Ownership

            
	
              PIAC
                Shares (as if converted)

            	
              37,142,857

            	
              $1.22

            	
              65%

            
	
              Promoters
                Shares

            	
              20,000,000

            	 	
              35%

            
	
              Exercise
                of Maximum First Promoters’ Subscription Option

            
	
              Promoters
                First Subscription Option 

            	
              4,000,000

            	 	 
	
              Promoters
                First Subscription Option

            	
              5,000,000

            	
              $1.40

            	 
	
              Exercise
                of Maximum Second Promoters’ Subscription Option

            
	
              Promoters
                Second Subscription Option 

            	
              7,500,000

            	 	 
	
              Promoters
                Second Subscription Option

            	
              7,500,000

            	
              $1.50

            	 
	
              Final
                Share Position after Exercise of Maximum of all Promoters’ Subscription
                Options

            
	
              PIAC
                Shares (as if converted)

            	
              37,142,857

            	 	
              45.76%

            
	
              Promoter
                Shares 

            	
              44,000,000

            	 	
              54.23%

            


    

    

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      IV

     

    MATTERS
      WHICH REQUIRE THE AFFIRMATIVE VOTE OF PIAC UNDER SECTION 4.7(b) and SECTION
      5.4(c)

     

    
      	 	
              i.

            	
              altering
                the Memorandum and/or the Articles;

            


    

     

    
      	 	
              ii.

            	
              creating
                any Lien over the whole or any part of the share capital of the
                Company;

            


    

    


    
      	 	
              iii.

            	
              payment
                of dividends on the shares;

            


    

    


    
      	 	
              iv.

            	
              buying
                back its paid up share capital;

            


    

    


    
      	 	
              v.

            	
              changing
                the number of Convertible Preference Shares, changing any rights,
                preferences or privileges attaching to such Convertible Preference
                Shares
                or taking any action which materially affects only the Convertible
                Preference Shares;

            


    

    


    
      	 	
              vi.

            	
              any
                redemption, repurchase, or other acquisition for value of any of
                the
                Existing Shareholders’ Shares;

            


    

    


    
      	 	
              vii.

            	
              materially
                changing the nature or scope of the business or purpose of the
                company;

            


    

    


    
      	 	
              viii.

            	
              merging,
                de-merging, selling, transferring, leasing, assigning or otherwise
                disposing of the whole or a significant part of its undertaking,
                property
                or assets;

            


    

    


    
      	 	
              ix.

            	
              entering
                into any material agreement with a third party outside the ordinary
                course
                of business or entering into any agreement or arrangement purporting
                to
                commit PIAC to do the same or provide any security or guarantee in
                relation thereto; and

            


    

    


    
      	 	
              x.

            	
              entering
                into or varying any transaction with (i) a shareholder or (ii) any
                Affiliate of a shareholder, other than in the ordinary course of
                business.

            


    

    

      
        
          
          

        

        
          26