Unassociated Document


    AMENDED
      AND RESTATED OPTION AGREEMENT

    


    


    
      	 	March 1,
              2006


    

     

    


    Insider
      Optionees listed on Schedule
      A 

    c/o
      Phoenix India Acquisition Corp. 

    645
      Madison Avenue, 12th
      Floor

    New
      York,
      NY 10022

    


    Ladies
      and Gentlemen:

    


    Phoenix
      India Acquisition Corp. (the “Company”) hereby amends and restates the Option
      Agreement, dated July 22, 2005 by and among the undersigned and the persons
      and
      entities listed on Schedule
      A,
      and
      hereby grants to the persons and entities identified on Schedule
      A
      attached
      hereto (the “Insiders”) options to purchase up to an aggregate of 230,859 (the
“Insider Options”) of the Company’s units (the “Units”), each Unit consisting of
      one share of common stock, par value $.0001 per share, of the Company and one
      common stock purchase warrant, at an exercise price of $.016 per Unit (the
      “Exercise Price”), to be distributed on a pro rata basis, in the event, and to
      the extent, the underwriters exercise their option to purchase up to an
      additional 923,437 Units (the “Over-allotment Option”) in connection with the
      Company’s initial public offering.

    


    The
      Insider Options shall become exercisable only upon the exercise of the
      Over-allotment Option and shall expire at 5:00 p.m. New York time on the third
      day thereafter. The number of Insider Options that shall be distributed to
      the
      Insiders upon exercise of the Over-allotment Option shall be the product of
      (i)
      the number of Units exercised under the Over-allotment Option multiplied by
      0.25
      and (ii) the percentage set forth on Schedule
      A
      (the
“Available Options”). Exercise of the Available Options may then be made on
      behalf of all the Insiders by the payment of the Exercise Price to the Company
      by any one or more Insiders. 

    
      	 	 	 
	 	Very
              truly
              yours,
	 	 
	 	PHOENIX INDIA ACQUISITION
              CORP. 
	 
 	 
 	 
 
	 	By:  	/s/ Ramesh
              Akella
	 	
              

              Ramesh
                Akella, President and Chief Strategy Officer

            
	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

     

    
      	
              Stockholders
                

            	 	
              Percentage
                of Over-Allotment Option

            	 
	
               
                

              Jagan
                Akella 

            	 	 	
              0.64

            	
              %

            
	
               
                

              Sujan
                Akella 

            	 	 	
              0.64

            	
              %

            
	
               
                

              Jacqueline
                Fernandez 

            	 	 	
              0.64

            	
              %

            
	
               
                

              Ramesh
                Akella 

            	 	 	
              26.83

            	
              %

            
	
               
                

              Raju
                Panjwani 

            	 	 	
              23.75
                

            	
              %

            
	
               
                

              Rohan
                Phansalkar 

            	 	 	
              0.48

            	
              %

            
	
               
                

              Eva
                Michalik-Phansalkar 

            	 	 	
              0.48

            	
              %

            
	
               
                

              Rohit
                Phansalkar, as Custodian for, 

            	 	 	
            	 
	
               
                

              Noelle
                Phansalkar-Michalik 

            	 	 	
              0.48

            	
              %

            
	
               
                

              Nishelle
                Phansalkar-Michalik 

            	 	 	
              0.48

            	
              %

            
	
               
                

              Rohit
                Phansalkar 

            	 	 	
              21.82

            	
              %

            
	
               
                

              The
                Morningstar Trust 

            	 	 	
              2.38

            	
              %

            
	
               
                

              The
                Sunrise Trust 

            	 	 	
              2.38

            	
              %

            
	
               
                

              The
                Luna Trust 

            	 	 	
              9.50

            	
              %

            
	
               
                

              The
                Aurora Trust 

            	 	 	
              9.50

            	
              %

            


    

    


    


    
      
        
        

      

      
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