WARRANT
        AGREEMENT

       

      This
        Warrant Agreement (this “Agreement”) made as of _________ __, 2006, by and
        between Phoenix India Acquisition Corp., a Delaware corporation with offices
        at
        ________________ (“Company”), and American Stock Transfer & Trust Company, a
        New York corporation with offices at 59 Maiden Lane, New York, New York 10038
        (“Warrant Agent”).

       

      WHEREAS,
        the Company has outstanding 1,562,500 warrants (“Insider Warrants”);
        and

       

      WHEREAS,
        the Company is engaged in a public offering (“Public Offering”) of Units
        (“Units”) and, in connection therewith, has determined to issue and deliver up
        to 7,187,500 Warrants (“Public Warrants”) to the public investors, and (ii)
        437,500 Warrants to Rodman & Renshaw, LLC. (“Rodman”) or its designees
        (“Representative’s Warrants”), each of such Public Warrants evidencing the right
        of the holder thereof to purchase one share of common stock, par value $.0001
        per share, of the Company’s Common Stock (“Common Stock”) (the Insider Warrants,
        the Public Warrants and the Representative’s Warrants being referred to herein
        collectively as the “Warrants”); and

       

      WHEREAS,
        the Company has filed with the Securities and Exchange Commission (the “SEC”) a
        Registration Statement, No. 333-128008 on Form S-1 (“Registration Statement”)
        for the registration under the Securities Act of 1933, as amended (“Act”) of,
        among other securities, the Warrants and the Common Stock issuable upon exercise
        of the Warrants; and

       

      WHEREAS,
        the Company desires the Warrant Agent to act on behalf of the Company, and
        the
        Warrant Agent is willing to so act, in connection with the issuance,
        registration, transfer, exchange, redemption and exercise of the Warrants;
        and

       

      WHEREAS,
        the Company desires to provide for the form and provisions of the Warrants,
        the
        terms upon which they shall be issued and exercised, and the respective rights,
        limitation of rights, and immunities of the Company, the Warrant Agent, and
        the
        holders of the Warrants; and

       

      WHEREAS,
        all acts and things have been done and performed which are necessary to make
        the
        Warrants, when executed on behalf of the Company and countersigned by or
        on
        behalf of the Warrant Agent, as provided herein, the valid, binding and legal
        obligations of the Company, and to authorize the execution and delivery of
        this
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual agreements herein contained, the
        parties hereto agree as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.  Appointment
        of Warrant Agent.
        The
        Company hereby appoints the Warrant Agent to act as agent for the Company
        for
        the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
        to perform the same in accordance with the terms and conditions set forth
        in
        this Agreement.

       

      2.  Warrants.

       

      2.1  Form
        of Warrant.
        Each
        Warrant shall be issued in registered form only, shall be in substantially
        the
        form of Exhibit A hereto, the provisions of which are incorporated herein,
        and
        shall be signed by, or bear the facsimile signature of, the Chairman of the
        Board, President or Chief Executive Officer and Treasurer, Secretary or
        Assistant Secretary of the Company and shall bear a facsimile of the Company’s
        seal. In the event the person whose facsimile signature has been placed upon
        any
        Warrant shall have ceased to serve in the capacity in which such person signed
        the Warrant before such Warrant is issued, it may be issued with the same
        effect
        as if he or she had not ceased to be such at the date of issuance.

       

      2.2  Effect
        of Countersignature.
        Unless
        and until countersigned by the Warrant Agent pursuant to this Agreement,
        a
        Warrant shall be invalid and of no effect and may not be exercised by the
        holder
        thereof.

       

      2.3  Registration.
        

       

      2.3.1  Warrant
        Register.
        The
        Warrant Agent shall maintain books (“Warrant Register”) for the registration of
        original issuance and the registration of transfer of the Warrants. Upon
        the
        initial issuance of the Warrants, the Warrant Agent shall issue and register
        the
        Warrants in the names of the respective holders thereof in such denominations
        and otherwise in accordance with instructions delivered to the Warrant Agent
        by
        the Company.

       

      2.3.2  Registered
        Holder.
        Prior
        to due presentment for registration of transfer of any Warrant, the Company
        and
        the Warrant Agent may deem and treat the person in whose name such Warrant
        shall
        be registered upon the Warrant Register (“registered holder”), as the absolute
        owner of such Warrant and of each Warrant represented thereby (notwithstanding
        any notation of ownership or other writing on the Warrant Certificate made
        by
        anyone other than the Company or the Warrant Agent), for the purpose of any
        exercise thereof, and for all other purposes, and neither the Company nor
        the
        Warrant Agent shall be affected by any notice to the contrary.

       

      2.4  Detachability
        of Warrants.
        The
        securities comprising the Units will not be separately transferable until
        20
        trading days after the earlier to occur of the expiration of Rodman’s
        over-allotment option or its exercise unless Rodman informs the Company of
        its
        decision to allow earlier separate trading, but in no event will Rodman allow
        separate trading of the securities comprising the Units until the Company
        files
        a Current Report on Form 8-K, which includes an audited balance sheet reflecting
        the receipt by the Company of the gross proceeds of the Public Offering
        including the proceeds received by the Company from the exercise of the
        underwriters’ over-allotment option, if the over-allotment option is exercised
        prior to the filing of the Form 8-K.

       

      
        
          
          

        

        
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      2.5 Public
        Warrants, Insider Warrants and Representative’s Warrants.
        The
        Representative’s Warrants shall have the same terms and be in the same form as
        the Public Warrants and the Insider Warrants except with respect to the Warrant
        Price as set forth below in Section 3.1.

       

      3.  Terms
        and Exercise of Warrants

       

      3.1  Warrant
        Price.
        Each
        Public Warrant and Insider Warrant shall, when countersigned by the Warrant
        Agent, entitle the registered holder thereof, subject to the provisions of
        such
        Public Warrant and Insider Warrant, as applicable, and of this Warrant
        Agreement, to purchase from the Company the number of shares of Common Stock
        stated therein, at the price of $5.00 per whole share, subject to the
        adjustments provided in Section 4 hereof and in the last sentence of this
        Section 3.1. Each Representative’s Warrant shall, when countersigned by the
        Warrant Agent, entitle the registered holder thereof subject to the provisions
        of such Representative’s Warrant and of this Warrant Agreement, to purchase from
        the Company the number of shares of Common Stock stated therein, at the price
        of
        $5.50 per whole share, subject to the adjustments provided in Section 4 hereof
        and in the last sentence of this Section 3.1. The term “Warrant Price” as used
        in this Warrant Agreement refers to the price per share at which Common Stock
        may be purchased at the time a Warrant is exercised. The Company in its sole
        discretion may lower the Warrant Price at any time prior to the Expiration
        Date.

       

      3.2  Duration
        of Warrants.
        A
        Warrant may be exercised only during the period (“Exercise Period”) commencing
        on the later of the consummation by the Company of a merger, capital stock
        exchange, asset acquisition or other similar business combination (as described
        more fully in the Registration Statement, “Business Combination”) or __________,
        2007 and terminating at 5:00 p.m., New York City time on the earlier to occur
        of
        (i)__________, 2011 or (ii) the date fixed for redemption of the Warrants
        as
        provided in Section 6 of this Agreement (“Expiration Date”). Except with respect
        to the right to receive the Redemption Price (as set forth in Section 6
        hereunder), each Warrant not exercised on or before the Expiration Date shall
        become void, and all rights thereunder and all rights in respect thereof
        under
        this Agreement shall cease at the close of business on the Expiration Date.
        The
        Company in its sole discretion may extend the duration of the Warrants by
        delaying the Expiration Date. 

       

      3.3  Exercise
        of Warrants.

       

      3.3.1  Payment.
        Subject
        to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
        countersigned by the Warrant Agent, may be exercised by the registered holder
        thereof by surrendering it, at the office of the Warrant Agent, or at the
        office
        of its successor as Warrant Agent, in the Borough of Manhattan, City and
        State
        of New York, with the subscription form, as set forth in the Warrant, duly
        executed, and (i) by paying in full, in lawful money of the United States,
        in
        cash, good certified check or good bank draft payable to the order of the
        Company, the Warrant Price for each full share of Common Stock as to which
        the
        Warrant is exercised and any and all applicable taxes due in connection with
        the
        exercise of the Warrant, the exchange of the Warrant for the Common Stock,
        and
        the issuance of the Common Stock or (ii) by surrendering his or her Warrant
        for
        that number of shares of Common Stock equal to the quotient obtained by dividing
        (x) the product of the number of shares of Common Stock underlying the Warrant,
        multiplied by the difference between the Warrant Price and the “Fair Market
        Value” (defined below) by (y) the Fair Market Value. The “Fair Market Value”
shall mean the average reported last sale price of the Common Stock Company,
        or
        in the event that the Company has given a notice of redemption to the holder
        of
        such Warrant, on the third business day prior to the date on which any notice
        of
        redemption is sent to holders of the Warrant pursuant to Section 6
        hereof.

       

      
        
          
          

        

        
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      3.3.2  Issuance
        of Certificates.
        As soon
        as practicable after the exercise of any Warrant and the clearance of the
        funds
        in payment of the Warrant Price, the Company shall issue to the registered
        holder of such Warrant a certificate or certificates for the number of full
        shares of Common Stock to which he, she or it is entitled, registered in
        such
        name or names as may be directed by him, her or it, and if such Warrant shall
        not have been exercised in full, a new countersigned Warrant for the number
        of
        shares as to which such Warrant shall not have been exercised. Notwithstanding
        the foregoing, the Company shall not be obligated to deliver any securities
        pursuant to the exercise of a Warrant unless (i) a registration statement
        under
        the Act with respect to the Common Stock issuable upon such exercise is
        effective, or (ii) in the opinion of counsel to the Company, the exercise
        of the
        Warrants is exempt from the registration requirements of the Act and such
        securities are qualified for sale or exempt from qualification under applicable
        securities laws of the states or other jurisdictions in which the registered
        holders reside. Warrants may not be exercised by, or securities issued to,
        any
        registered holder in any state in which such exercise or issuance would be
        unlawful. 

       

      3.3.3  Valid
        Issuance.
        All
        shares of Common Stock issued upon the proper exercise of a Warrant in
        conformity with this Agreement shall be validly issued, fully paid and
        nonassessable.

       

      3.3.4  Date
        of Issuance.
        Each
        person in whose name any such certificate for shares of Common Stock is issued
        shall for all purposes be deemed to have become the holder of record of such
        shares on the date on which the Warrant was surrendered and payment of the
        Warrant Price was made, irrespective of the date of delivery of such
        certificate, except that, if the date of such surrender and payment is a
        date
        when the stock transfer books of the Company are closed, such person shall
        be
        deemed to have become the holder of such shares at the close of business
        on the
        next succeeding date on which the stock transfer books are open.

       

      3.3.5  Warrant
        Solicitation and Warrant Solicitation Fee.

       

      (a)
        The
        Company has engaged Rodman, on a non-exclusive basis, as its agent for the
        solicitation of the exercise of the Warrants. The Company, at its cost, will
        (i)
        assist Rodman with respect to such solicitation, if requested by Rodman,
        and
        (ii) provide Rodman, and direct the Company’s transfer agent and the Warrant
        Agent to deliver to Rodman, lists of the record and, to the extent known,
        beneficial owners of the Company’s Warrants. The Company hereby instructs the
        Warrant Agent to fully cooperate with Rodman in every respect in connection
        with
        Rodman’s solicitation activities, including, but not limited to, providing to
        Rodman, at the Company’s cost, a list of record and beneficial holders of the
        Warrants and circulating a prospectus or offering circular disclosing the
        compensation arrangements referenced in Section 3.3.5(b) below to holders
        of the
        Warrants at the time of exercise of the Warrants. In addition to the conditions
        set forth in Section 3.3.5(b), Rodman shall accept payment of the warrant
        solicitation fee provided in Section 3.3.5(b) only if it has provided bona
        fide
        services to the Company in connection with the exercise of the Warrants and
        only
        to the extent that an investor who exercises his Warrants specifically
        designates, in writing, that Rodman solicited his, her or its exercise. In
        addition to soliciting, either orally or in writing, the exercise of Warrants
        by
        a Warrant holder, such services may also include disseminating information,
        either orally or in writing, to Warrant holders about the Company or the
        market
        for the Company’s securities, or assisting in the processing of the exercise of
        Warrants.

       

      
        
          
          

        

        
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      (b)
        In
        each instance in which a Warrant is exercised, the Warrant Agent shall promptly
        give written notice of such exercise to the Company and Rodman (“Warrant Agent’s
        Exercise Notice”). If, upon the exercise of any Warrant more than one year from
        the effective date of the Registration Statement, (i) the market price of
        the
        Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of
        compensation arrangements between the Company and Rodman with respect to
        the
        solicitation of the exercise of the Warrants was made both at the time of
        the
        Public Offering and at the time of exercise (by delivery of the Prospectus
        or as
        otherwise required by applicable law, rule or regulation), (iii) the holder
        of
        the Warrant confirms in writing that the exercise of the Warrant was solicited
        by Rodman, (iv) the Warrant was not held in a discretionary account, and
        (v) the
        solicitation of the exercise of the Warrant was not in violation of Regulation
        M
        (as such rule or any successor rule may be in effect as of such time of
        exercise) promulgated under the Securities Exchange Act of 1934, as amended,
        then the Warrant Agent, simultaneously with the distribution of the Common
        Stock
        underlying the Warrants so exercised in accordance with the instructions
        from
        the Company following receipt of the proceeds to the Company received upon
        exercise of such Warrant(s), shall, on behalf of the Company, pay in the
        case of
        a cash exercise of the Warrant, a fee of 5% of the Warrant Price to Rodman;
        provided that Rodman delivers to the Warrant Agent within ten (10) business
        days
        from the date on which Rodman has received the Warrant Agent’s Exercise Notice,
        a certificate that the conditions set forth in the preceding clauses (iii),
        (iv)
        and (v) have been satisfied. Notwithstanding the foregoing, no fee will be
        paid
        to Rodman with respect to the exercise by the Underwriters or their affiliates
        or the Company’s officers or directors of Warrants purchased by it or them and
        still held by them for its or their own account. Rodman and the Company may
        at
        any time during business hours, examine the records of the Warrant Agent,
        including its ledger of original Warrant certificates returned to the Warrant
        Agent upon exercise of Warrants.

       

      (c)
        The
        provisions of this Section 3.3.5. may not be modified, amended or deleted
        without the prior written consent of Rodman.

       

      4.  Adjustments.

       

      4.1  Stock
        Dividends Split Ups.
        If
        after the date hereof, and subject to the provisions of Section 4.6 below,
        the
        number of outstanding shares of Common Stock is increased by a stock dividend
        payable in shares of Common Stock, or by a split up of shares of Common Stock,
        or other similar event, then, on the effective date of such stock dividend,
        split up or similar event, the number of shares of Common Stock issuable
        on
        exercise of each Warrant shall be increased in proportion to such increase
        in
        outstanding shares of Common Stock.

       

      4.2  Aggregation
        of Shares.
        If
        after the date hereof, and subject to the provisions of Section 4.6, the
        number
        of outstanding shares of Common Stock is decreased by a consolidation,
        combination, reverse stock split or reclassification of shares of Common
        Stock
        or other similar event, then, on the effective date of such consolidation,
        combination, reverse stock split, reclassification or similar event, the
        number
        of shares of Common Stock issuable on exercise of each Warrant shall be
        decreased in proportion to such decrease in outstanding shares of Common
        Stock.

       

      
        
          
          

        

        
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      4.3  Adjustments
        in Exercise Price.
        Whenever the number of shares of Common Stock purchasable upon the exercise
        of
        the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
        Price shall be adjusted (to the nearest cent) by multiplying such Warrant
        Price
        immediately prior to such adjustment by a fraction (x) the numerator of which
        shall be the number of shares of Common Stock purchasable upon the exercise
        of
        the Warrants immediately prior to such adjustment, and (y) the denominator
        of
        which shall be the number of shares of Common Stock so purchasable immediately
        thereafter.

       

      4.4  Replacement
        of Securities upon Reorganization, etc.
        In case
        of any reclassification or reorganization of the outstanding shares of Common
        Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely
        affects the par value of such shares of Common Stock), or in the case of
        any
        merger or consolidation of the Company with or into another corporation (other
        than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or reorganization
        of the outstanding shares of Common Stock), or in the case of any sale or
        conveyance to another corporation or entity of the assets or other property
        of
        the Company as an entirety or substantially as an entirety in connection
        with
        which the Company is dissolved, the Warrant holders shall thereafter have
        the
        right to purchase and receive, upon the basis and upon the terms and conditions
        specified in the Warrants and in lieu of the shares of Common Stock of the
        Company immediately theretofore purchasable and receivable upon the exercise
        of
        the rights represented thereby, the kind and amount of shares of stock or
        other
        securities or property (including cash) receivable upon such reclassification,
        reorganization, merger or consolidation, or upon a dissolution following
        any
        such sale or transfer, that the Warrant holder would have received if such
        Warrant holder had exercised his, her or its Warrant(s) immediately prior
        to
        such event; and if any reclassification also results in a change in shares
        of
        Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be
        made
        pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of
        this
        Section 4.4 shall similarly apply to successive reclassifications,
        reorganizations, mergers or consolidations, sales or other
        transfers.

       

      4.5  Notices
        of Changes in Warrant.
        Upon
        every adjustment of the Warrant Price or the number of shares issuable on
        exercise of a Warrant, the Company shall give written notice thereof to the
        Warrant Agent, which notice shall state the Warrant Price resulting from
        such
        adjustment and the increase or decrease, if any, in the number of shares
        purchasable at such price upon the exercise of a Warrant, setting forth in
        reasonable detail the method of calculation and the facts upon which such
        calculation is based. Upon the occurrence of any event specified in Sections
        4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
        notice to the Warrant holder, at the last address set forth for such holder
        in
        the Warrant Register, of the record date or the effective date of the event.
        Failure to give such notice, or any defect therein, shall not affect the
        legality or validity of such event.

       

      4.6  No
        Fractional Shares.
        Notwithstanding any provision contained in this Warrant Agreement to the
        contrary, the Company shall not issue fractional shares upon exercise of
        Warrants. If, by reason of any adjustment made pursuant to this Section 4,
        the
        holder of any Warrant would be entitled, upon the exercise of such Warrant,
        to
        receive a fractional interest in a share, the Company shall, upon such exercise,
        round up to the nearest whole number the number of the shares of Common Stock
        to
        be issued to the Warrant holder.

       

      
        
          
          

        

        
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      4.7  Form
        of Warrant.
        The
        form of Warrant need not be changed because of any adjustment pursuant to
        this
        Section 4, and Warrants issued after such adjustment may state the same Warrant
        Price and the same number of shares as is stated in the Warrants initially
        issued pursuant to this Agreement. However, the Company may at any time in
        its
        sole discretion make any change in the form of Warrant that the Company may
        deem
        appropriate and that does not affect the substance thereof, and any Warrant
        thereafter issued or countersigned, whether in exchange or substitution for
        an
        outstanding Warrant or otherwise, may be in the form as so changed.

       

      5.  Transfer
        and Exchange of Warrants.

       

      5.1  Registration
        of Transfer.
        The
        Warrant Agent shall register the transfer, from time to time, of any outstanding
        Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
        properly endorsed with signatures properly guaranteed and accompanied by
        appropriate instructions for transfer. Upon any such transfer, a new Warrant
        representing an equal aggregate number of Warrants shall be issued and the
        old
        Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
        shall
        be delivered by the Warrant Agent to the Company from time to time upon
        request.

       

      5.2  Procedure
        for Surrender of Warrants.
        Warrants may be surrendered to the Warrant Agent, together with a written
        request for exchange or transfer, and thereupon the Warrant Agent shall issue
        in
        exchange therefor one or more new Warrants as requested by the registered
        holder
        of the Warrants so surrendered, representing an equal aggregate number of
        Warrants; provided, however, that in the event that a Warrant surrendered
        for
        transfer bears a restrictive legend, the Warrant Agent shall not cancel such
        Warrant and issue new Warrants in exchange therefor until the Warrant Agent
        has
        received an opinion of counsel for the Company stating that such transfer
        may be
        made and indicating whether the new Warrants must also bear a restrictive
        legend.

       

      5.3  Fractional
        Warrants.
        The
        Warrant Agent shall not be required to effect any registration of transfer
        or
        exchange which will result in the issuance of a warrant certificate for a
        fraction of a warrant.

       

      5.4  Service
        Charges.
        No
        service charge shall be made for any exchange or registration of transfer
        of
        Warrants.

       

      5.5  Warrant
        Execution and Countersignature.
        The
        Warrant Agent is hereby authorized to countersign and to deliver, in accordance
        with the terms of this Agreement, the Warrants required to be issued pursuant
        to
        the provisions of this Section 5, and the Company, whenever required by the
        Warrant Agent, will supply the Warrant Agent with Warrants duly executed
        on
        behalf of the Company for such purpose. 

       

      
        
          
          

        

        
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      6.  Redemption.

       

      6.1  Redemption.
        Subject
        to Section 6.4 hereof, not less than all of the outstanding Warrants may
        be
        redeemed, at the option of the Company, at any time after they become
        exercisable and prior to their expiration, at the office of the Warrant Agent,
        upon the notice referred to in Section 6.2, at the price of $.01 per Warrant
        (“Redemption Price”), provided that the last sales price of the Common Stock has
        been equal to or greater than $11.50 per share, on each of twenty (20) trading
        days within any thirty (30) trading day period ending on the third business
        day
        prior to the date on which notice of redemption is given. The provisions
        of this
        Section 6.1 may not be modified, amended or deleted without the prior written
        consent of Rodman.

       

      6.2  Date
        Fixed for, and Notice of, Redemption.
        In the
        event the Company shall elect to redeem all of the Warrants, the Company
        shall
        fix a date for the redemption. Notice of redemption shall be mailed by first
        class mail, postage prepaid, by the Company not less than 30 days prior to
        the
        date fixed for redemption to the registered holders of the Warrants to be
        redeemed at their last addresses as they shall appear on the Warrant Register.
        Any notice mailed in the manner herein provided shall be conclusively presumed
        to have been duly given whether or not the registered holder received such
        notice.

       

      6.3  Exercise
        After Notice of Redemption.
        The
        Warrants may be exercised in accordance with Section 3 of this Warrant Agreement
        at any time after notice of redemption shall have been given by the Company
        pursuant to Section 6.2 hereof and prior to the time and date fixed for
        redemption. On and after the redemption date, the record holder of the Warrants
        shall have no further rights except to receive, upon surrender of the Warrants,
        the Redemption Price.

       

      6.4  Outstanding
        Warrants Only.
        The
        Company understands that the redemption rights provided for by this Section
        6
        apply only to outstanding Warrants. To the extent a person holds rights to
        purchase Warrants, such purchase rights shall not be extinguished by redemption.
        However, once such purchase rights are exercised, the Company may redeem
        the
        Warrants issued upon such exercise provided that the criteria for redemption
        is
        met, including the opportunity of the Warrant holder to exercise prior to
        redemption pursuant to Section 6.3. The provisions of this Section 6.4 may
        not
        be modified, amended or deleted without the prior written consent of
        Rodman.

       

      7.  Other
        Provisions Relating to Rights of Holders of Warrants.

       

      7.1  No
        Rights as Stockholder.
        A
        Warrant does not entitle the registered holder thereof to any of the rights
        of a
        stockholder of the Company, including, without limitation, the right to receive
        dividends, or other distributions, exercise any preemptive rights to vote
        or to
        consent or to receive notice as stockholders in respect of the meetings of
        stockholders or the election of directors of the Company or any other
        matter.

       

      7.2  Lost,
        Stolen, Mutilated, or Destroyed Warrants.
        If any
        Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
        Agent may on such terms as to indemnity or otherwise as they may in their
        discretion impose (which shall, in the case of a mutilated Warrant, include
        the
        surrender thereof), issue a new Warrant of like denomination, tenor, and
        date as
        the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
        shall
        constitute a substitute contractual obligation of the Company, whether or
        not
        the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
        time
        enforceable by anyone.

       

      
        
          
          

        

        
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      7.3  Reservation
        of Common Stock.
        The
        Company shall at all times reserve and keep available a number of its authorized
        but unissued shares of Common Stock that will be sufficient to permit the
        exercise in full of all outstanding Warrants issued pursuant to this Warrant
        Agreement.

       

      7.4  Registration
        of Common Stock.
        The
        Company agrees that prior to the commencement of the Exercise Period, it
        shall
        file with the SEC a post-effective amendment to the Registration Statement,
        or a
        new registration statement, for the registration, under the Act, of, and
        it
        shall take such action as is necessary to qualify for sale, in those states
        in
        which the Warrants were initially offered by the Company, the Common Stock
        issuable upon exercise of the Warrants. In either case, the Company will
        use its
        best efforts to cause the same to become effective on or prior to the
        commencement of the Exercise Period and to maintain the effectiveness of
        such
        registration statement until the expiration of the Warrants in accordance
        with
        the provisions of this Warrant Agreement. The provisions of this Section
        7.4 may
        not be modified, amended or deleted without the prior written consent of
        Rodman.

       

      8.  Concerning
        the Warrant Agent and Other Matters.

       

      8.1  Payment
        of Taxes.
        The
        Company will from time to time promptly pay all taxes and charges that may
        be
        imposed upon the Company or the Warrant Agent in respect of the issuance
        or
        delivery of shares of Common Stock upon the exercise of Warrants, but the
        Company shall not be obligated to pay any transfer taxes in respect of the
        Warrants or such shares.

       

      8.2  Resignation,
        Consolidation, or Merger of Warrant Agent.

       

      8.2.1  Appointment
        of Successor Warrant Agent.
        The
        Warrant Agent, or any successor to it hereafter appointed, may resign its
        duties
        and be discharged from all further duties and liabilities hereunder after
        giving
        sixty (60) days’ notice in writing to the Company. If the office of the Warrant
        Agent becomes vacant by resignation or incapacity to act or otherwise, the
        Company shall appoint in writing a successor Warrant Agent in place of the
        Warrant Agent. If the Company shall fail to make such appointment within
        a
        period of 30 days after it has been notified in writing of such resignation
        or
        incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
        with
        such notice, submit his Warrant for inspection by the Company), then the
        holder
        of any Warrant may apply to the Supreme Court of the State of New York for
        the
        County of New York for the appointment of a successor Warrant Agent. Any
        successor Warrant Agent, whether appointed by the Company or by such court,
        shall be a corporation organized and existing under the laws of the State
        of New
        York, in good standing and having its principal office in the Borough of
        Manhattan, City and State of New York, and authorized under such laws to
        exercise corporate trust powers and subject to supervision or examination
        by
        federal or state authority. After appointment, any successor Warrant Agent
        shall
        be vested with all the authority, powers, rights, immunities, duties, and
        obligations of its predecessor Warrant Agent with like effect as if originally
        named as Warrant Agent hereunder, without any further act or deed; but if
        for
        any reason it becomes necessary or appropriate, the predecessor Warrant Agent
        shall execute and deliver, at the expense of the Company, an instrument
        transferring to such successor Warrant Agent all the authority, powers, and
        rights of such predecessor Warrant Agent hereunder; and upon request of any
        successor Warrant Agent the Company shall make, execute, acknowledge, and
        deliver any and all instruments in writing for more fully and effectually
        vesting in and confirming to such successor Warrant Agent all such authority,
        powers, rights, immunities, duties, and obligations.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      8.2.2  Notice
        of Successor Warrant Agent.
        In the
        event a successor Warrant Agent shall be appointed, the Company shall give
        notice thereof to the predecessor Warrant Agent and the transfer agent for
        the
        Common Stock not later than the effective date of any such
        appointment.

       

      8.2.3  Merger
        or Consolidation of Warrant Agent.
        Any
        corporation into which the Warrant Agent may be merged or with which it may
        be
        consolidated or any corporation resulting from any merger or consolidation
        to
        which the Warrant Agent shall be a party shall be the successor Warrant Agent
        under this Warrant Agreement without any further act.

       

      8.3  Fees
        and Expenses of Warrant Agent.

       

      8.3.1  Remuneration.
        The
        Company agrees to pay the Warrant Agent reasonable remuneration for its services
        as such Warrant Agent hereunder as set forth on Exhibit A hereto, and will
        reimburse the Warrant Agent upon demand for all expenditures that the Warrant
        Agent may reasonably incur in the execution of its duties
        hereunder.

       

      8.3.2  Further
        Assurances.
        The
        Company agrees to perform, execute, acknowledge, and deliver or cause to
        be
        performed, executed, acknowledged, and delivered all such further and other
        acts, instruments, and assurances as may reasonably be required by the Warrant
        Agent for the carrying out or performing of the provisions of this Warrant
        Agreement.

       

      8.4  Liability
        of Warrant Agent.

       

      8.4.1  Reliance
        on Company Statement.
        Whenever in the performance of its duties under this Warrant Agreement, the
        Warrant Agent shall deem it necessary or desirable that any fact or matter
        be
        proved or established by the Company prior to taking or suffering any action
        hereunder, such fact or matter (unless other evidence in respect thereof
        be
        herein specifically prescribed) may be deemed to be conclusively proved and
        established by a statement signed by the Chairman of the Board or President
        of
        the Company and delivered to the Warrant Agent. The Warrant Agent may rely
        upon
        such statement for any action taken or suffered in good faith by it pursuant
        to
        the provisions of this Warrant Agreement.

       

      8.4.2  Indemnity.
        The
        Warrant Agent shall be liable hereunder only for its own negligence, willful
        misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
        and
        save it harmless against any and all liabilities, including judgments, costs
        and
        reasonable counsel fees, for anything done or omitted by the Warrant Agent
        in
        the execution of this Warrant Agreement except as a result of the Warrant
        Agent’s negligence, willful misconduct, or bad faith.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      8.4.3  Exclusions.
        The
        Warrant Agent shall have no responsibility with respect to the validity of
        this
        Warrant Agreement or with respect to the validity or execution of any Warrant
        (except its countersignature thereof); nor shall it be responsible for any
        breach by the Company of any covenant or condition contained in this Warrant
        Agreement or in any Warrant; nor shall it be responsible to make any adjustments
        required under the provisions of Section 4 hereof or responsible for the
        manner,
        method, or amount of any such adjustment or the ascertaining of the existence
        of
        facts that would require any such adjustment; nor shall it by any act hereunder
        be deemed to make any representation or warranty as to the authorization
        or
        reservation of any shares of Common Stock to be issued pursuant to this Warrant
        Agreement or any Warrant or as to whether any shares of Common Stock will
        when
        issued be valid and fully paid and nonassessable. 

       

      8.5  Acceptance
        of Agency.
        The
        Warrant Agent hereby accepts the agency established by this Warrant Agreement
        and agrees to perform the same upon the terms and conditions herein set forth
        and among other things, shall account promptly to the Company with respect
        to
        Warrants exercised and concurrently account for, and pay to the Company,
        all
        moneys received by the Warrant Agent for the purchase of shares of the Company’s
        Common Stock through the exercise of Warrants.

       

      9.  Miscellaneous
        Provisions.

       

      9.1  Successors.
        All the
        covenants and provisions of this Warrant Agreement by or for the benefit
        of the
        Company or the Warrant Agent shall bind and inure to the benefit of their
        respective successors and assigns.

       

      9.2  Notices.
        Any
        notice or other communication required or which may be given hereunder shall
        be
        in writing and either be delivered personally or by private national courier
        service, or be mailed, certified or registered mail, return receipt requested,
        postage prepaid, and shall be deemed given when so delivered personally or,
        if
        sent by private national courier service, on the next business day after
        delivery to the courier, or, if mailed, two business days after the date
        of
        mailing, as follows:

       

      Phoenix
        India Acquisition Corp.

      645
        Madison Avenue, 12th Floor

      New
        York,
        NY 10022

      Attn: Ramesh
        S.
        Akella 

       

      Any
        notice, statement or demand authorized by this Warrant Agreement to be given
        or
        made by the holder of any Warrant or by the Company to or on the Warrant
        Agent
        shall be sufficiently given when so delivered if by hand or overnight delivery
        or if sent by certified mail or private courier service five days after deposit
        of such notice, postage prepaid, addressed (until another address is filed
        in
        writing by the Warrant Agent with the Company), as follows:

       

      American
        Stock Transfer & Trust Company

      59
        Maiden
        Lane

      New
        York,
        New York 10038

      Attn: Compliance
        Department

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      with
        a
        copy in each case to:

       

      Loeb
        & Loeb LLP

      345
        Park
        Avenue

      New
        York,
        New York 10154

      Attn: Mitchell
        S. Nussbaum, Esq

       

      and

       

      Rodman
        & Renshaw, LLC

      330
        Madison Avenue

      New
        York,
        New York 10017

      Attn: Thomas
        C.
        Pinou, CFO

       

      and

       

      Gersten,
        Savage LLP

      600
        Lexington Avenue, 9th
        Floor

      New
        York,
        New York 10022

      Attn:
        Arthur S. Marcus, Esq.

       

      9.3  Applicable
        law.
        The
        validity, interpretation, and performance of this Warrant Agreement and of
        the
        Warrants shall be governed in all respects by the laws of the State of New
        York,
        without giving effect to conflict of laws. The Company hereby agrees that
        any
        action, proceeding or claim against it arising out of or relating in any
        way to
        this Warrant Agreement shall be brought and enforced in the courts of the
        State
        of New York or the United States District Court for the Southern District
        of New
        York, and irrevocably submits to such jurisdiction, which jurisdiction shall
        be
        exclusive. The Company hereby waives any objection to such exclusive
        jurisdiction and that such courts represent an inconvenient forum. Any such
        process or summons to be served upon the Company may be served by transmitting
        a
        copy thereof by registered or certified mail, return receipt requested, postage
        prepaid, addressed to it at the address set forth in Section 9.2 hereof.
        Such
        mailing shall be deemed personal service and shall be legal and binding upon
        the
        Company in any action, proceeding or claim.

       

      9.4  Persons
        Having Rights under this Warrant Agreement.
        Nothing
        in this Warrant Agreement expressed and nothing that may be implied from
        any of
        the provisions hereof is intended, or shall be construed, to confer upon,
        or
        give to, any person or corporation other than the parties hereto and the
        registered holders of the Warrants and, for the purposes of Sections 3.3.5,
        6.1,
        6.4, 7.4, 9.2 and 9.8 hereof, Rodman, any right, remedy, or claim under or
        by
        reason of this Warrant Agreement or of any covenant, condition, stipulation,
        promise, or agreement hereof. Rodman shall be deemed to be a third-party
        beneficiary of this Warrant Agreement with respect to Sections 3.3.5, 6.1,
        6.4,
        7.4, 9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises,
        and
        agreements contained in this Warrant Agreement shall be for the sole and
        exclusive benefit of the parties hereto (and Rodman with respect to the Sections
        3.3.5, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors and assigns
        and
        of the registered holders of the Warrants.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      9.5  Examination
        of the Warrant Agreement.
        A copy
        of this Warrant Agreement shall be available at all reasonable times at the
        office of the Warrant Agent in the Borough of Manhattan, City and State of
        New
        York, for inspection by the registered holder of any Warrant. The Warrant
        Agent
        may require any such holder to submit his Warrant for inspection by
        it.

       

      9.6  Counterparts.
        This
        Warrant Agreement may be executed in any number of counterparts and each
        of such
        counterparts shall for all purposes be deemed to be an original, and all
        such
        counterparts shall together constitute but one and the same
        instrument.

       

      9.7  Effect
        of Headings.
        The
        Section headings herein are for convenience only and are not part of this
        Warrant Agreement and shall not affect the interpretation thereof.

       

      9.8  Amendments.
        This
        Warrant Agreement may be amended by the parties hereto without the consent
        of
        any registered holder for the purpose of curing any ambiguity, or of curing,
        correcting or supplementing any defective provision contained herein or adding
        or changing any other provisions with respect to matters or questions arising
        under this Warrant Agreement as the parties may deem necessary or desirable
        and
        that the parties deem shall not adversely affect the interest of the registered
        holders. All other modifications or amendments, including any amendment to
        increase the Warrant Price or shorten the Exercise Period, shall require
        the
        written consent of each of Rodman and the registered holders of a majority
        of
        the then outstanding Warrants. Notwithstanding the foregoing, the Company
        may
        lower the Warrant Price or extend the duration of the Exercise Period in
        accordance with Sections 3.1 and 3.2, respectively, without such
        consent.

       

      9.9  Severability.
        This
        Warrant Agreement shall be deemed severable, and the invalidity or
        unenforceability of any term or provision hereof shall not affect the validity
        or enforceability of this Warrant Agreement or of any other term or provision
        hereof. Furthermore, in lieu of any such invalid or unenforceable term or
        provision, the parties hereto intend that there shall be added as a part
        of this
        Warrant Agreement a provision as similar in terms to such invalid or
        unenforceable provision as may be possible and be valid and
        enforceable.

       

      Signature
        page immediately follows

      
 

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
         

        IN
          WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
          hereto as of the day and year first above written.

         

      

      
        	 	 	 	 
	Attest:
                	 	 	PHOENIX
                INDIA ACQUISITION CORP.
	 	 	 	 
	 	 	 	 
	 	 	 	By:
	
                

              	 	 	
                

              
	 	 	 	Name:
Title:


      

       

      
         

        
          	 	 	 	 
	Attest:
                  	 	 	AMERICAN STOCK
                  TRANSFER & TRUST COMPANY
	 	 	 	 
	 	 	 	 
	 	 	 	By:
	
                  

                	 	 	
                  

                
	 	 	 	Name:
Title:


        

         

      

       

      
        
          
          

        

        
          14