Unassociated Document


    PLACEMENT
      UNIT AGREEMENT

    


    PLACEMENT
      UNIT AGREEMENT (this
      “Agreement”) made
      as
      of this ___ day of ________, 2006 among Phoenix India Acquisition Corp., a
      Delaware corporation (the “Company”), Rodman & Renshaw, LLC (“Rodman”) and
      the undersigned (the “Purchasers”).

    


    WHEREAS,
      the Company has filed with the Securities and Exchange Commission (“SEC”) a
      registration statement on Form S-1, as amended (File No. 333-128008) (the
“Registration Statement”), in connection with the Company’s initial public
      offering (the “IPO”) of up to 6,156,250 units, each unit (“Unit”) consisting of
      one share of the Company’s common stock, $.0001 par value (the “Common Stock”),
      and (ii) one warrant (the “Warrants”), each Warrant to purchase one share of
      Common Stock; and

    


    WHEREAS,
      the Company desires to sell in a private placement to the Purchasers (the
“Placement”) an aggregate of 93,750 units (the “Placement Units”) substantially
      identical to the Units being issued in the IPO pursuant to the terms and
      conditions hereof and as set forth in the Registration Statement, except that
      the Placement Units, Common Stock and Warrants to be issued in the Placement
      shall not be registered under the Securities Act of 1933, as amended (the
“Securities Act”); and

    


    WHEREAS,
      each Purchaser desires to acquire the number of Placement Units set forth
      opposite his name on Schedule
      A
      hereto;
      and

    


    WHEREAS,
      the Warrants included in the Placement Units shall be governed by the Warrant
      Agreement filed as an exhibit to the Registration Statement; and 

    


    WHEREAS,
      the Purchasers are entitled to registration rights with respect to the Common
      Stock and the Warrants comprising the Placement Units and the Common Stock
      underlying such Warrants (collectively, the “Registrable Securities”) on the
      terms set forth in this Agreement.

    


    NOW,
      THEREFORE, for and in consideration of the premises and the mutual covenants
      hereinafter set forth, the parties hereto do hereby agree as
      follows:

    


    1. Purchase
      of Units.
      The
      Purchasers hereby agree, directly or through nominees, to purchase an aggregate
      of 93,750 Placement Units at a purchase price of $8.00 per Placement Unit,
      or an
      aggregate of $750,000 (the “Purchase Price”). Such purchases shall be in the
      names and amounts set forth on Schedule
      A hereto.

    


    2. Closing.
      The
      closing of the purchase and sale of the Placement Units (the “Closing”) will
      take place at such time and place as the parties may agree (the “Closing Date”),
      but in no event later than the date on which the SEC declares the Registration
      Statement effective (the “Effective Date”). On the Effective Date, the
      Purchasers shall pay the Purchase Price by wire transfer of funds to an account
      maintained by the Company. Immediately prior to the closing of the IPO, the
      Company shall deposit the Purchase Price into the trust account described in
      the
      Registration Statement (the “Trust Account”). The certificates for the Common
      Stock and Warrants comprising the Placement Units shall be delivered to the
      Purchasers promptly after the closing of the IPO. 

    


    3. Voting
      of Shares.
      If the
      Company solicits approval of its stockholders of a Business Combination, the
      Purchasers shall vote all of the shares of the Common Stock acquired by the
      Purchasers (i) pursuant to this Agreement, (ii) in the IPO and (iii) in the
      aftermarket in favor of the Business Combination and therefore waive any
      redemption rights they might have with respect to certain of such shares. As
      used herein, a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition of, or similar business
      combination with, an operating business in the security industry selected by
      the
      Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Waiver
      of Liquidation Distributions.
      In
      connection with the Placement Units purchased pursuant to this Agreement, the
      Purchasers hereby waive any and all right, title, interest or claim of any
      kind
      in or to any liquidating distributions by the Company in the event of a
      liquidation of the Company upon the Company's failure to timely complete a
      Business Combination. For purposes of clarity, any shares of Common Stock
      purchased in the IPO or the aftermarket by the Purchasers shall be eligible
      to
      receive any liquidating distributions by the Company.

    


    5. Lock-Up
      Agreement.
      The
      Purchasers shall not sell, assign, hypothecate, or transfer any of the Common
      Stock purchased pursuant to this Agreement until the earlier of consummation
      of
      a Business Combination or liquidation of the Company. In order to enforce this
      covenant, the undersigned agrees, if requested by Rodman, to deposit the
      Placement Units in an account to be established at Rodman.

    


    6. Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby represents and warrants to the Company that:

    


    a. The
      Purchaser is an “accredited investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act.

    


    b. The
      Placement Units, Common Stock and Warrants are being acquired for the
      Purchaser’s own account, only for investment purposes and not with a view to, or
      for resale in connection with, any distribution or public offering thereof
      within the meaning of the Securities Act.

    


    c. The
      Purchaser has the full right, power and authority to enter into this Agreement
      and this Agreement is a valid and legally binding obligation of the Purchaser
      enforceable against the Purchaser in accordance with its terms.

    


    7. Registration
      Rights.

    


    a. Demand
      Registration.
      

    


    i) At
      any
      time and from time to time on or after the date on which the Company has
      publicly announced that it has entered into a letter of intent or made a
      comparable announcement with respect to a Business Combination, the Purchasers
      or their transferees holding a majority-in-interest of the Registrable
      Securities may make a written demand for registration under the Securities
      Act
      of all or part of their Registrable Securities (a “Demand Registration”). Any
      demand for a Demand Registration shall specify the number of Registrable
      Securities proposed to be sold and the intended method(s) of distribution
      thereof. The Company will notify all holders of Registrable Securities of the
      demand, and each holder of Registrable Securities who wishes to include all
      or a
      portion of such holder’s Registrable Securities in the Demand Registration (each
      such holder including shares of Registrable Securities in such registration,
      a
“Demanding Holder”) shall so notify the Company within fifteen (15) days after
      the receipt by the holder of the notice from the Company. Upon any such request,
      the Demanding Holders shall be entitled to have their Registrable Securities
      included in the Demand Registration. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    ii) The
      Company shall, as expeditiously as possible and in any event within sixty (60)
      days after receipt of a request for a Demand Registration, prepare and file
      with
      the SEC a registration statement on any form for which the Company then
      qualifies or which counsel for the Company shall deem appropriate and which
      form
      shall be available for the sale of all Registrable Securities to be registered
      thereunder in accordance with the intended method(s) of distribution thereof,
      and shall use its best efforts to cause such registration statement to become
      effective as promptly as practicable, but in no event prior to the consummation
      of the Business Combination. 

    


    iii) The
      Company shall not be obligated to effect more than two Demand Registrations
      in
      respect of Registrable Securities.

    


    b. “Piggyback”
      Registration Rights.
      Subject
      to the last sentence of this Section 7(b), at any time after a Business
      Combination, if the Company shall determine to proceed with the actual
      preparation and filing of a new registration statement under the Securities
      Act
      in connection with the proposed offer and sale of any of its securities by
      it or
      any of its security holders (other than a registration statement on Form S-4,
      S-8 or other limited purpose form), the Company will give written notice of
      its
      determination to the Purchasers or their nominees. Upon the written request
      from
      a majority-in-interest of the Purchasers, within fifteen (15) days after receipt
      of any such notice from the Company, the Company will, except as herein
      provided, cause all of the Registrable Securities covered by such request (the
      “Requested Stock”) held by the Purchasers making such request (the “Requesting
      Holders”) to be included in such registration statement (each, a “Piggy-Back
      Registration”), all to the extent requisite to permit the sale or other
      disposition by the prospective seller or sellers of the Requested Stock;
      provided, further, that nothing herein shall prevent the Company from, at any
      time, abandoning or delaying any such registration statement. If any such
      registration statement pursuant to this Section 7(b) shall be underwritten
      in
      whole or in part, the Company may require that the Requested Stock be included
      in the underwriting on the same terms and conditions as the securities otherwise
      being sold through the underwriters. In such event, the Requesting Holders
      shall, if requested by the underwriters, execute an underwriting agreement
      containing customary representations and warranties by selling stockholders
      and
      a lock-up on Registrable Securities not being sold. If in the good faith
      judgment of the managing underwriter of such public offering the inclusion
      of
      all of the Requested Stock would reduce the number of shares to be offered
      by
      the Company or interfere with the successful marketing of the shares of stock
      offered by the Company, the number of shares of Requested Stock otherwise to
      be
      included in the underwritten public offering may be reduced pro rata (by number
      of shares) among the Requesting Holders and all other holders of registration
      rights who have requested inclusion of their securities or excluded in their
      entirety if so required by the underwriter. To the extent only a portion of
      the
      Requested Stock is included in the underwritten public offering, those shares
      of
      Requested Stock which are thus excluded from the underwritten public offering
      and any other securities of the Company held by such holders shall be withheld
      from the market by the Holders thereof for a period, not to exceed 90 days,
      which the managing underwriter reasonably determines is necessary in order
      to
      effect the underwritten public offering. At such time as the provisions of
      the
      registration rights agreement filed as an exhibit to the Registration Statement
      covering the shares of Common Stock acquired by the Purchasers prior to the
      IPO
      may be exercised, the exercise and procedural provisions of such agreement,
      rather than the provisions of Sections 7(b), 7(c) and 7(d) hereof, shall govern
      the Registrable Securities with respect to Piggy-Back
      Registrations.

    


    c. Registration
      Procedures.
      To the
      extent required by Sections 7(a) or 7(b), the Company will:

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    i) prepare
      and file with the SEC a registration statement with respect to such securities,
      and use its best efforts to cause such registration statement to become and
      remain effective until the earlier of the date on which all of the Registrable
      Securities included in the registration statement have been disposed of in
      accordance with the intended method(s) of distribution set forth in such
      registration statement or three years from the effective date;

    


    ii) prepare
      and file with the SEC such amendments to such registration statement and
      supplements to the prospectus contained therein as may be necessary to keep
      such
      registration statement effective until the earlier of the date on which all
      of
      the Registrable Securities included in the registration statement have been
      disposed of in accordance with the intended method(s) of distribution set forth
      in such registration statement or three years from the effective
      date;

    


    iii) furnish
      to the holders participating in such registration statement and to the
      underwriters of the securities being registered such reasonable number of copies
      of the registration statement, preliminary prospectus, final prospectus and
      such
      other documents as such underwriters may reasonably request in order to
      facilitate the public offering of such securities;

    


    iv) use
      its
      best efforts to register or qualify the securities covered by such registration
      statement under such state securities or blue sky laws of such jurisdictions
      as
      the holders may reasonably request in writing within 20 days following the
      original filing of such registration statement, except that the Company shall
      not for any purpose be required to execute a general consent to service of
      process or to qualify to do business as a foreign corporation in any
      jurisdiction wherein it is not so qualified;

    


    v) notify
      the holders, promptly after it shall receive notice thereof, of the time when
      such registration statement has become effective or a supplement to any
      prospectus forming a part of such registration statement has been
      filed;

    


    vi) notify
      the holders promptly of any request by the SEC for the amending or supplementing
      of such registration statement or prospectus or for additional
      information;

    


    vii) prepare
      and promptly file with the SEC and promptly notify such holders of the filing
      of
      such amendment or supplement to such registration statement or prospectus as
      may
      be necessary to correct any statements or omissions if, at the time when a
      prospectus relating to such securities is required to be delivered under the
      Securities Act, any event shall have occurred as the result of which any such
      prospectus or any other prospectus as then in effect would include an untrue
      statement of a material fact or omit to state any material fact necessary to
      make the statements therein, in the light of the circumstances in which they
      were made, not misleading; and 

    


    viii) advise
      the holders, promptly after it shall receive notice or obtain knowledge thereof,
      of the issuance of any stop order by the SEC suspending the effectiveness of
      such registration statement or the initiation or threatening of any proceeding
      for that purpose and promptly use its best efforts to prevent the issuance
      of
      any stop order or to obtain its withdrawal if such stop order should be
      issued.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    The
      Purchasers shall cooperate with the Company in providing the information
      necessary to effect the registration of the Registrable Securities, including
      completion of customary questionnaires. 

    


    d. Expenses.
      The
      Company shall bear all costs and expenses incurred in connection with any Demand
      Registration pursuant to Section 7(a), any Piggy-Back Registration pursuant
      to
      Section 7(b), and all expenses incurred in performing or complying with its
      other obligations under this Agreement, whether or not the registration
      statement becomes effective, including, without limitation: (i) all registration
      and filing fees; (ii) fees and expenses of compliance with securities or “blue
      sky” laws (including fees and disbursements of counsel in connection with blue
      sky qualifications of the Registrable Securities); (iii) printing expenses;
      (iv)
      the Company’s internal expenses (including, without limitation, all salaries and
      expenses of its officers and employees); (v) the fees and expenses incurred
      in
      connection with the exchange listing of the Registrable Securities; (vi)
      National Association of Securities Dealers, Inc. fees; (vii) fees and
      disbursements of counsel for the Company and fees and expenses for independent
      certified public accountants retained by the Company (including the expenses
      or
      costs associated with the delivery of any opinions or comfort letters); (viii)
      the fees and expenses of any special experts retained by the Company in
      connection with such registration statement and (ix) the fees and expenses
      of
      one legal counsel selected by the holders of a majority-in-interest of the
      Registrable Securities included in such registration statement. The Company
      shall have no obligation to pay any underwriting discounts or selling
      commissions attributable to the Registrable Securities being sold by the holders
      thereof, which underwriting discounts or selling commissions shall be borne
      by
      such holders. Additionally, in an underwritten offering, all selling
      shareholders and the Company shall bear the expenses of the underwriter pro
      rata
      in proportion to the respective amount of shares each is selling in such
      offering.

    


    8. Waiver
      and Indemnification.
      The
      Purchasers hereby waive any and all rights to assert any present or future
      claims, including any right of rescission, against the Company, Rodman or the
      other underwriters in the IPO with respect to their purchase of the Placement
      Units, and each Purchaser agrees jointly and severally to indemnify and hold
      the
      Company, Rodman and the other underwriters in the IPO harmless from all losses,
      damages or expenses that relate to claims or proceedings brought against the
      Company, Rodman or such other underwriters by any Purchaser of the Placement
      Units or their transferees, heirs, assigns or any subsequent holders of the
      Placement Units.

    


    9. Counterparts;
      Facsimile.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same instrument. This Agreement or any counterpart may
      be
      executed via facsimile transmission, and any such executed facsimile copy shall
      be treated as an original.

    


    10. Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this 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. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the __
      day
      of ________, 2006.

    


    
      
        	 	 	 
	 	PHOENIX INDIA ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Ramesh
                Akella, President and Chief Strategy
                Officer


      

      
        	 	 	 
	 	RODMAN & RENSHAW, LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	 


      



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A

    


    
      	
              Beneficial
                Owner

            	
              Number
                of Units

            
	
              Ramesh
                Akella

            	
              23,439

            
	
              Raju
                Panjwani

            	
              23,437

            
	
              Rohit
                Phansalkar

            	
              23,437

            
	
              Shekhar
                Wadekar

            	
              23,437

            


    

    


    
      
        
        

      

      
        7