Unassociated Document


    

      _______________
        __, 2005

      


      Rodman
        & Renshaw, LLC

      330
        Madison Avenue

      New
        York,
        New York 10017

      


      Re:
        Phoenix India Acquisition Corp.

      


      Gentlemen:
        

       

      This
        letter will confirm the agreement of the undersigned to purchase warrants
        ("Warrants") of Phoenix India Acquisition Corp. ("Company") included in the
        units ("Units") being sold in the Company's initial public offering ("IPO")
        upon
        the terms and conditions set forth herein. Each Unit is comprised of one
        share
        of common stock, par value $.0001 per share, of the Company (the "Common
        Stock")
        and one Warrant to purchase a share of Common Stock. The shares of Common
        Stock
        and Warrants will not be separately tradable until 20 days after the effective
        date of the Company's IPO unless Rodman & Renshaw, LLC ("Rodman") informs
        the Company of its decision to allow earlier separate trading. 

       

      The
        undersigned agrees that on the date hereof it will enter into an agreement
        or
        plan in accordance with the guidelines specified by Rule 10b5-1 under the
        Securities Exchange Act of 1934, as amended (the "Exchange Act"), with Rodman
        or, with Rodman's consent, an independent broker-dealer (either, the "Broker")
        registered under Section 15 of the Exchange Act which is neither affiliated
        with
        the Company, Rodman nor part of the underwriting or selling group, pursuant
        to
        which the Broker will purchase up to 1,200,000 Warrants in the public
        marketplace for the undersigned's account during the 45-trading day period
        commencing on the later of (i) the date separate trading of the Warrants
        has
        commenced or (ii) 60 calendar days after the end of the restricted period
        under
        Regulation M under the Exchange Act, at market prices not to exceed $1.20
        per
        Warrant, subject to a maximum Warrant purchase obligation equal to the number
        of
        Warrants set forth opposite their respective names below ("Maximum Warrant
        Purchase"). The undersigned shall instruct the Broker to fill such order
        in such
        amounts and at such times as the Broker may determine, in its sole discretion,
        during the 45-trading day period described above. 

       

      As
        the
        date hereof, the undersigned represents and warrants that it is not aware
        of any
        material nonpublic information concerning the Company or any securities of
        the
        Company and is entering into this agreement in good faith and not as part
        of a
        plan or scheme to evade the prohibitions of Rule 10b5-1. The undersigned
        agrees
        that while this agreement is in effect, the undersigned shall comply with
        the
        prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering into or
        altering a corresponding or hedging transaction or position with respect
        to the
        Company's securities. The undersigned further agrees that it shall not, directly
        or indirectly, communicate any material nonpublic information relating to
        the
        Company or the Company's securities to any employee of Rodman or the Broker.
        The
        undersigned does not have, and shall not attempt to exercise, any influence
        over
        how, when or whether to effect purchases of Warrants pursuant to this agreement
        or the plan or agreement with the Broker. 

       

      Each
        of
        the undersigned may notify Rodman that all or part of the Maximum Warrant
        Purchase will be made by one or more affiliates of the undersigned (or another
        person or entity introduced to Rodman by the undersigned (a “Designee”)) and, in
        such event, Rodman will make such purchase on behalf of said affiliate or
        Designee; provided, however, that the undersigned hereby agree to make payment
        of the purchase price of such purchase and to fulfill their Maximum Warrant
        Purchase in the event and to the extent that their affiliate or Designee
        fails
        to make such payment or purchase. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
        undersigned shall instruct the Broker to make, keep, and produce promptly
        upon
        request a daily time-sequenced schedule of all Warrant purchases made pursuant
        to this agreement, on a transaction-by-transaction basis, including (i) size,
        time of execution, price of purchase; and (ii) the exchange, quotation system,
        or other facility through which the Warrant purchase occurred. 

       

      The
        undersigned agrees that the undersigned shall not sell or transfer the Warrants
        until the earlier of the consummation of a merger, capital stock exchange,
        asset
        acquisition or other similar business combination involving the Company and
        acknowledges that, at the option of Rodman, the certificates for such Warrants
        shall contain a legend indicating such restriction on transferability, it
        being
        understood that the Warrants purchased will be non-callable by the Company
        as
        long as they are held by the undersigned. 

       

      This
        letter 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, with regard
        to
        the conflicts of laws principles thereof. This Agreement shall be binding
        upon
        the undersigned and the heirs, successors and assigns of the undersigned.
        

      


      


      


      -
        Signature
        page immediately follows -


      
        
          
          

        

        
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                  Very
                    truly yours,

                	 	
                  Maximum

                  Warrant
                    Purchase

                
	 	 	 	
                  285,000

                
	 	
                  Rohit
                    Phansalkar

                	
                       

                	 
	 	 	 	
                  345,000

                
	 	
                  Ramesh
                    Akella

                	 	 
	 	 	 	
                  285,000

                
	 	
                  Raju
                    Panjwani

                	 	 
	 	 	 	
                  285,000

                
	 	
                  Shekhar
                    Wadekar

                	 	 


        


      
        
          
          

        

        
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