Form of Stock Escrow Agreement

FORM OF
STOCK ESCROW AGREEMENT


STOCK ESCROW AGREEMENT, dated as of _______________ __, 2006 ("Agreement"), by and among NAVITAS INTERNATIONAL CORPORATION, a Delaware corporation ("Company"), VIVEK K. SONI, PARAG G. MEHTA, HEMANG DAVE, N.L. JAIN, S.P. KOTHARI, MICHAEL D. MARVIN, GAURAV GUPTA, SERVJEET S. BHACHU, G.N. BAJPAI, JULIO E. VEGA (collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").


WHEREAS, the Company has entered into an Underwriting Agreement, dated ________ __, 2006 ("Underwriting Agreement"), with FTN Midwest Securities Corp., as representative of the underwriters listed on Schedule I thereto ("Representative"), pursuant to which, among other matters, the Representative and the underwriters have agreed, severally and not jointly, to purchase 20,000,000 units ("Units") of the Company, and up to an additional 3,000,000 Units pursuant to an over-allotment option. Each Unit consists of one share of the Company's Common Stock, par value $.0001 per share, and two Warrants, each Warrant to purchase one share of Common Stock, all as more fully described in the Company's final Prospectus, dated __________ __, 2006 ("Prospectus") comprising part of the Company's Registration Statement on Form S-1 (File No. 333-130697) as filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended ("Registration Statement"), declared effective on ___________ __, 2006 ("Effective Date").


WHEREAS, the Initial Stockholders have agreed as a condition of the Underwriters' (as such term is defined in the Underwriting Agreement) obligation to purchase the Units, to deposit all of their shares of Common Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively "Escrow Shares"), in escrow as hereinafter provided.


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


IT IS AGREED:


1. Appointment of Escrow Agent. The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


2. Deposit of Escrow Shares. On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.


3. Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the completion of a business combination as more fully described in the Prospectus (the "Business Combination"), whereby one-third of the Escrow Shares of each Initial Stockholder will be released from escrow upon the completion of the Business Combination, one-third of the Escrow Shares of each Initial Stockholder will be released six months after the completion of the Business Combination and the final one-third of the Escrow Shares of each Initial Stockholder will be released upon the first anniversary of the completion of the Business Combination (the "Escrow Period"). On each such date, the Escrow Agent shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder's Escrow Shares to such Initial Stockholder; provided, however, that in the event that the Closing Time (as defined in the Underwriting Agreement) does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Initial Stockholders; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of the Company or such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Vice-President, Finance of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.


4. Rights of Initial Stockholders in Escrow Shares.


4.1. Voting Rights as a Stockholder. Subject to the terms of the
Insider Letter described in Section 4.4 hereof and except as herein
provided, the Initial Stockholders shall retain all of their rights as
stockholders of the Company during the Escrow Period, including, without
limitation, the right to vote such shares.


4.2. Dividends and Other Distributions in Respect of the Escrow
Shares. During the Escrow Period, all dividends payable in cash with
respect to the Escrow Shares shall be paid to the Initial Stockholders,
but all dividends payable in stock or other non-cash property ("Non-Cash
Dividends") shall be delivered to the Escrow Agent to hold in accordance
with the terms hereof. As used herein, the term "Escrow Shares" shall be
deemed to include the Non-Cash Dividends distributed thereon, if any.


4.3. Restrictions on Transfer. During the Escrow Period, no sale,
transfer or other disposition may be made of any or all of the Escrow
Shares except (i) by gift to a member of Initial Stockholder's immediate
family or to a trust, the beneficiary of which is an Initial Stockholder
or a member of an Initial Stockholder's immediate family, (ii) by virtue
of the laws of descent and distribution upon death of any Initial
Stockholder, or (iii) pursuant to a qualified domestic relations order;
provided, however, that such permissive transfers may be implemented only
upon the respective transferee's written agreement to be bound by the
terms and conditions of this Agreement and of the Insider Letter signed by
the Initial Stockholder transferring the Escrow Shares. During the Escrow
Period, the Initial Stockholders shall not pledge or grant a security
interest in the Escrow Shares or grant a security interest in their rights
under this Agreement.


4.4. Insider Letters. Each of the Initial Stockholders has executed
a letter agreement with the Company dated as indicated on Exhibit A
hereto, and which is filed as an exhibit to the Registration Statement
("Insider Letter"), respecting the rights and obligations of such Initial
Stockholder in certain events, including but not limited to the
liquidation of the Company.


2
5. Concerning the Escrow Ag ...