Unassociated Document


    EXHIBIT
      4.5

    THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF,
      AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT
      AS
      HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT
      IT
      WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION
      FOR
      A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
      OTHER THAN (I) RODMAN & RENSHAW, LLC (“RODMAN”) OR AN UNDERWRITER OR A
      SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER
      OR
      PARTNER OF RODMAN OR OF ANY SUCH UNDERWRITER OR SELECTED
      DEALER.

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE
      CONSUMMATION BY PHOENIX INDIA ACQUISITION CORP. OF A MERGER, CAPITAL STOCK
      EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
      COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT
      (DEFINED HEREIN) OR _____________, 2006. VOID AFTER 5:00 P.M. EASTERN TIME,
      _____________, 2010.

    UNIT
      PURCHASE OPTION

    For
      the Purchase of 

    875,000
      Units

    of

    PHOENIX
      INDIA ACQUISITION CORP.

    
      	
              1.

            	
              Purchase
                Option.


            


    

    THIS
      CERTIFIES THAT, in consideration of $100 duly paid by or on behalf
      of ____________________ (“Holder”), as registered owner of this Purchase Option,
      to Phoenix India Acquisition Corp. (“Company”), Holder is entitled, at any time
      or from time to time upon the later of the consummation of a Business
      Combination or _________, 2006 (“Commencement Date”), and at or before 5:00
      p.m., Eastern Time, ____________, 2010 (“Expiration Date”), but not thereafter,
      to subscribe for, purchase and receive, in whole or in part, up to Eight Hundred
      

     

    
      	
               

            	
               

            	
               

               

            


    

     

     


    

    
    

     

    Seventy-Five
      Thousand (875,000) units (“Units”) of the Company, each Unit
      consisting of one share of common stock of the Company, par value $.0001 per
      share (“Common Stock”), and one warrant (“Warrant(s)”) expiring five years from
      the effective date (“Effective Date”) of the Company’s registration statement on
      Form S-1 (“Registration Statement”) pursuant to which Units are offered for sale
      to the public (“Offering”). Each Warrant is the same as the warrant
      included in the Units being registered for sale to the public by way of the
      Registration Statement (“Public Warrants”), except that the Warrants included in
      the Purchase Option have an exercise price of $5.50 per share, subject to
      adjustment as provided in Section 6 hereof. If the Expiration Date is a day
      on
      which banking institutions are authorized by law to close, then this Purchase
      Option may be exercised on the next succeeding day which is not such a day
      in
      accordance with the terms herein. During the period ending on the Expiration
      Date, the Company agrees not to take any action that would terminate the
      Purchase Option. This Purchase Option is initially exercisable at $8.80 per
      Unit
      (110% of the price of the Units sold in the Offering) so purchased; provided,
      however, that upon the occurrence of any of the events specified in Section
      6
      hereof, the rights granted by this Purchase Option, including the exercise
      price
      per Unit and the number of Units (and shares of Common Stock and Warrant) to
      be
      received upon such exercise, shall be adjusted as therein specified. The term
      “Exercise Price” shall mean the initial exercise price or the adjusted exercise
      price, depending on the context.

    
      	
              2.

            	
              Exercise.

            


    

    2.1        Exercise
      Form. In order to exercise this Purchase
      Option, the exercise form attached hereto must be duly executed and completed
      and delivered to the Company, together with this Purchase Option and payment
      of
      the Exercise Price for the Units being purchased payable in cash or by certified
      check or official bank check. If the subscription rights represented hereby
      shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration
      Date this Purchase Option shall become and be void without further force or
      effect, and all rights represented hereby shall cease and expire.

    2.2        Legend.
      Each certificate for the securities
      purchased under this Purchase Option shall bear a legend as follows unless
      such
      securities have been registered under the Securities Act of 1933, as amended
      (“Act”):

    “The
      securities represented by this certificate have not been registered
      under the Securities Act of 1933, as amended (“Act”) or applicable state law.
      The securities may not be offered for sale, sold or otherwise transferred except
      pursuant to an effective registration statement under the Act, or pursuant
      to an
      exemption from registration under the Act and applicable state law.”

    
      	
              2.3

            	
              Cashless
                Exercise.

            


    

    2.3.1     Determination
      of Amount. In lieu of the payment of the Exercise Price
      multiplied by the number of Units for which this Purchase Option is exercisable
      (and in lieu of being entitled to receive Common Stock and Warrants) in the
      manner required by Section 2.1, the Holder shall have the right (but not the
      obligation) to convert any exercisable but unexercised portion of this Purchase
      Option into Units (“Conversion Right”) as follows: upon exercise of the
      Conversion Right, the Company shall deliver to the Holder (without payment
      by
      the Holder of any of the Exercise Price in cash) that number of Units equal
      to
      the quotient obtained by dividing (x) the “Value” (as defined below) of the
      portion of the Purchase Option being converted by (y) 

     

    
      	
               

            	
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    the
      Current Market Value (as defined below). The “Value” of the portion
      of the Purchase Option being converted shall equal the remainder derived from
      subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units
      underlying the portion of this Purchase Option being converted from (b) the
      Current Market Value of a Unit multiplied by the number of Units underlying
      the
      portion of the Purchase Option being converted. As used herein, the term
“Current Market Value” per Unit at any date means the remainder derived from
      subtracting (x) the exercise price of the Warrants multiplied by the number
      of
      shares of Common Stock issuable upon exercise of the Warrants underlying one
      Unit from (y) the Current Market Price of the Common Stock multiplied by the
      number of shares of Common Stock underlying the Warrants and the Common Stock
      issuable upon exercise of one Unit. The “Current Market Price” of a share of
      Common Stock shall mean (i) if the Common Stock is listed on a national
      securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap
      Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board
      Exchange), the last sale price of the Common Stock in the principal trading
      market for the Common Stock as reported by the exchange, Nasdaq or the NASD,
      as
      the case may be; (ii) if the Common Stock is not listed on a national securities
      exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or
      the
      NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange),
      but
      is traded in the residual over-the-counter market, the closing bid price for
      the
      Common Stock on the last trading day preceding the date in question for which
      such quotations are reported by the Pink Sheets, LLC or similar publisher of
      such quotations; and (iii) if the fair market value of the Common Stock cannot
      be determined pursuant to clause (i) or (ii) above, such price as the Board
      of
      Directors of the Company shall determine, in good faith.

    2.3.2     Mechanics
      of
      Cashless Exercise. The Cashless Exercise Right may be
      exercised by the Holder on any business day on or after the Commencement Date
      and not later than the Expiration Date by delivering the Purchase Option with
      a
      duly executed exercise form attached hereto with the cashless exercise section
      completed to the Company, exercising the Cashless Exercise Right and specifying
      the total number of Units the Holder will purchase pursuant to such Cashless
      Exercise Right.

    
      	
              3.

            	
              Transfer.
                

            


    

    3.1        General
      Restrictions. The registered Holder of
      this Purchase Option agrees that it will not sell, transfer, assign, pledge
      or
      hypothecate this Purchase Option for a period of one year following the
      Effective Date to anyone other than (i) Rodman or an underwriter or a selected
      dealer in connection with the Offering, or (ii) a bona fide officer or partner
      of Rodman or of any such underwriter or selected dealer. On and after the
      Effective Date, transfers to others may be made subject to compliance with
      or
      exemptions from applicable securities laws. In order to make any permitted
      assignment, the Holder must deliver to the Company the assignment form attached
      hereto duly executed and completed, together with the Purchase Option and
      payment of all transfer taxes, if any, payable in connection therewith. The
      Company shall within five business days transfer this Purchase Option on the
      books of the Company and shall execute and deliver a new Purchase Option or
      Purchase Options of like tenor to the appropriate assignee(s) expressly
      evidencing the right to purchase the aggregate number of Units purchasable
      hereunder or such portion of such number as shall be contemplated by any such
      assignment.

     

     

    
      	
               

            	
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    3.2        Restrictions
      Imposed by the Act. The securities
      evidenced by this Purchase Option shall not be transferred unless and until
      (i)
      the Company has received the opinion of counsel for the Holder that the
      securities may be transferred pursuant to an exemption from registration under
      the Act and applicable state securities laws, the availability of which is
      established to the reasonable satisfaction of the Company (the Company hereby
      agreeing that the opinion of Gersten Savage LLP shall be deemed satisfactory
      evidence of the availability of an exemption), or (ii) a registration statement
      or a post-effective amendment to the Registration Statement relating to such
      securities has been filed by the Company and declared effective by the
      Securities and Exchange Commission and compliance with applicable state
      securities law has been established.

    
      	
              4.

            	
              New
                Purchase Options to be Issued.

            


    

    4.1        Partial
      Exercise or Transfer. Subject to the
      restrictions in Section 3 hereof, this Purchase Option may be exercised or
      assigned in whole or in part. In the event of the exercise or assignment hereof
      in part only, upon surrender of this Purchase Option for cancellation, together
      with the duly executed exercise or assignment form and funds sufficient to
      pay
      any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1
      hereto, the Company shall cause to be delivered to the Holder without charge
      a
      new Purchase Option of like tenor to this Purchase Option in the name of the
      Holder evidencing the right of the Holder to purchase the number of Units
      purchasable hereunder as to which this Purchase Option has not been exercised
      or
      assigned.

    4.2        Lost
      Certificate. Upon receipt by the Company of
      evidence satisfactory to it of the loss, theft, destruction or mutilation of
      this Purchase Option and of reasonably satisfactory indemnification or the
      posting of a bond, the Company shall execute and deliver a new Purchase Option
      of like tenor and date. Any such new Purchase Option executed and delivered
      as a
      result of such loss, theft, mutilation or destruction shall constitute a
      substitute contractual obligation on the part of the Company.

    
      	
              5.

            	
              Registration
                Rights. 

            	
               

            
	
               

            	
              5.1

            	
              Demand
                Registration. 

            
	
            	
            	
            	
            


    

    5.1.1     Grant
      of
      Right. The Company, upon written demand (“Initial Demand
      Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the
      underlying Units and/or the underlying securities (“Majority Holders”), agrees
      to register on one occasion, all or any portion of the Purchase Options
      requested by the Majority Holders in the Initial Demand Notice and all of the
      securities underlying such Purchase Options, including the Units, Common Stock,
      the Warrants and the Common Stock underlying the Warrants (collectively, the
      “Registrable Securities”). On such occasion, the Company will file a
      registration statement or a post-effective amendment to the Registration
      Statement covering the Registrable Securities within sixty days after receipt
      of
      the Initial Demand Notice and use its best efforts to have such registration
      statement or post-effective amendment declared effective as soon as possible
      thereafter. The demand for registration may be made at any time during a period
      of five years beginning on the Effective Date. The Company covenants and agrees
      to give written notice of its receipt of any Initial Demand Notice by any
      Holder(s) to all other registered Holders of the 

     

    
      	
               

            	
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    Purchase
      Options and/or the Registerable Securities within ten days from
      the date of the receipt of any such Initial Demand Notice. 

    5.1.2     Terms.
      The Company shall bear all fees and
      expenses attendant to registering the Registrable Securities, including the
      reasonable expenses of any legal counsel selected by the Holders to represent
      them in connection with the sale of the Registrable Securities, but the Holders
      shall pay any and all underwriting commissions, if any. The Company agrees
      to
      use its reasonable best efforts to qualify or register the Registrable
      Securities in such States as are reasonably requested by the Majority Holder(s);
      provided, however, that in no event shall the Company be required to register
      the Registrable Securities in a State in which such registration would cause
      (i)
      the Company to be obligated to qualify to do business in such State, or would
      subject the Company to taxation as a foreign corporation doing business in
      such
      jurisdiction or (ii) the principal stockholders of the Company to be obligated
      to escrow their shares of capital stock of the Company. The Company shall cause
      any registration statement or post-effective amendment filed pursuant to the
      demand rights granted under Section 5.1.1 to remain effective for a period
      of
      twelve consecutive months from the effective date of such registration statement
      or post-effective amendment.

    
      	
              5.2

            	
              “Piggy-Back”
                Registration. 

            


    

    5.2.1     Grant
      of
      Right. In addition to the demand right of registration,
      the Holders of the Purchase Options shall have the right for a period of seven
      years commencing on the Effective Date, to include the Registrable Securities
      as
      part of any other registration of securities filed by the Company (other than
      in
      connection with a transaction contemplated by Rule 145(a) promulgated under
      the
      Act or pursuant to Form S-8); provided, however, that if, in the written opinion
      of the Company’s managing underwriter or underwriters, if any, for such
      offering, the inclusion of the Registrable Securities, when added to the
      securities being registered by the Company or the selling stockholder(s), will
      exceed the maximum amount of the Company’s securities which can be marketed (i)
      at a price reasonably related to their then current market value, and (ii)
      without materially and adversely affecting the entire offering, then the Company
      will still be required to include the Registrable Securities, but may require
      the Holders to agree, in writing, to delay the sale of all or any portion of
      the
      Registrable Securities for a period of 90 days from the effective date of the
      offering, provided, further, that if the sale of any Registrable Securities
      is
      so delayed, then the number of securities to be sold by all stockholders in
      such
      public offering shall be apportioned pro rata among all such selling
      stockholders, including all holders of the Registrable Securities, according
      to
      the total amount of securities of the Company owned by said selling
      stockholders, including all holders of the Registrable Securities, provided,
      further, that the number of securities to be sold by persons making a demand
      for
      registration in such public offering will not be required to reduce the number
      of shares being offered for sale on their behalf.

    5.2.2     Terms.
      The Company shall bear all fees and
      expenses attendant to registering the Registrable Securities, including the
      expenses of any legal counsel selected by the Holders to represent them in
      connection with the sale of the Registrable Securities but the Holders shall
      pay
      any and all underwriting commissions. In the event of such a proposed
      registration, the Company shall furnish the then Holders of outstanding
      Registrable Securities with not less than fifteen days written notice prior
      to
      the proposed date of filing of such 

     

    
      	
               

            	
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    registration
      statement. Such notice to the Holders shall continue to be
      given for each applicable registration statement filed (during the period in
      which the Purchase Option is exercisable) by the Company until such time as
      all
      of the Registrable Securities have been registered and sold. The holders of
      the
      Registrable Securities shall exercise the “piggy back” rights provided for
      herein by giving written notice, within ten business days of the receipt of
      the
      Company’s notice of its intention to file a registration statement. The Company
      shall cause any registration statement filed pursuant to the above “piggyback”
      rights to remain effective for at least twelve months from the date that the
      Holders of the Registrable Securities are first given the opportunity to sell
      all of such securities.

    5.3        Damages.
      Should the registration or the
      effectiveness thereof required by Sections 5.1 and 5.2 hereof be delayed by
      the
      Company or the Company otherwise fails to comply with such provisions, the
      Company shall, in addition to any other equitable or other relief available
      to
      the Holder(s), be liable for any and all incidental, special and consequential
      damages sustained by the Holder(s), including, but not limited to, the loss
      of
      any profits that might have been received by the holder upon the sale of shares
      of Common Stock or Warrants (and shares of Common Stock underlying the Warrants)
      underlying this Purchase Option. 

    
      	
              5.4

            	
              General
                Terms.


            


    

    5.4.1     Indemnification.
      The Company shall indemnify the
      Holder(s) of the Registrable Securities to be sold pursuant to any registration
      statement hereunder and each person, if any, who controls such Holders within
      the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange
      Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage,
      expense or liability (including all reasonable attorneys’ fees and other
      expenses reasonably incurred in investigating, preparing or defending against
      litigation, commenced or threatened, or any claim whatsoever whether arising
      out
      of any action between the underwriters and the Company or between the
      underwriters and any third party or otherwise) to which any of them may become
      subject under the Act, the Exchange Act or otherwise, arising from such
      registration statement but only to the same extent and with the same effect
      as
      the provisions pursuant to which the Company has agreed to indemnify the
      underwriters contained in Section 5 of the Underwriting Agreement. The Holder(s)
      of the Registrable Securities to be sold pursuant to such registration
      statement, and their successors and assigns, shall severally, and not jointly,
      indemnify the Company, its officers and directors and each person, if any,
      who
      controls the Company within the meaning of Section 15 of the Act or Section
      20(a) of the Exchange Act, against all loss, claim, damage, expense or liability
      (including all reasonable attorneys’ fees and other expenses reasonably incurred
      in investigating, preparing or defending against any claim whatsoever) to which
      they may become subject under the Act, the Exchange Act or otherwise, arising
      from information furnished by or on behalf of such Holders, or their successors
      or assigns, in writing, for specific inclusion in such registration statement
      to
      the same extent and with the same effect as the provisions contained in Section
      5 of the Underwriting Agreement pursuant to which the underwriters have agreed
      to indemnify the Company.

    5.4.2     Exercise
      of
      Purchase Options. Nothing contained in this Purchase
      Option shall be construed as requiring the Holder(s) to exercise their Purchase
      Options or Warrants underlying such Purchase Options prior to or after the
      initial filing of any registration statement or the effectiveness
      thereof.

     

     

    
      	
               

            	
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    5.4.3     Exclusivity.
      Subject to the rights set forth in
      that certain Registration Rights Agreement attached to the Registration
      Statement on Form S-1 (File No.: 333-128008) as Exhibit 10.7 thereof in respect
      of holders of securities of the Company who are a party to such agreement,
      the
      Company shall not permit the inclusion of any securities other than the
      Registrable Securities to be included in any registration statement filed
      pursuant to Section 5.1 hereof without the prior written consent of the Majority
      Holders of the Registrable Securities. 

    5.4.4     Documents
      Delivered to Holders. The Company shall furnish Rodman,
      as representative of the Holders participating in any of the foregoing
      offerings, a signed counterpart, addressed to the participating Holders, of
      (i)
      an opinion of counsel to the Company, dated the effective date of such
      registration statement (and, if such registration includes an underwritten
      public offering, an opinion dated the date of the closing under any underwriting
      agreement related thereto), and (ii) a “cold comfort” letter dated the effective
      date of such registration statement (and, if such registration includes an
      underwritten public offering, a letter dated the date of the closing under
      the
      underwriting agreement) signed by the independent public accountants who have
      issued a report on the Company’s financial statements included in such
      registration statement, in each case covering substantially the same matters
      with respect to such registration statement (and the prospectus included
      therein) and, in the case of such accountants’ letter, with respect to events
      subsequent to the date of such financial statements, as are customarily covered
      in opinions of issuer’s counsel and in accountants’ letters delivered to
      underwriters in underwritten public offerings of securities. The Company shall
      also deliver promptly to Rodman, as representative of the Holders participating
      in the offering, the correspondence and memoranda described below and copies
      of
      all correspondence between the Commission and the Company, its counsel or
      auditors and all memoranda relating to discussions with the Commission or its
      staff with respect to the registration statement and permit Rodman, as
      representative of the Holders, to do such investigation, upon reasonable advance
      notice, with respect to information contained in or omitted from the
      registration statement as it deems reasonably necessary to comply with
      applicable securities laws or rules of the National Association of Securities
      Dealers, Inc. (“NASD”). Such investigation shall include access to books,
      records and properties and opportunities to discuss the business of the Company
      with its officers and independent auditors, all to such reasonable extent and
      at
      such reasonable times and as often as Rodman, as representative of the Holders,
      shall reasonably request. The Company shall not be required to disclose any
      confidential information or other records to Rodman, as representative of the
      Holders, or to any other person, until and unless such persons shall have
      entered into reasonable confidentiality agreements (in form and substance
      reasonably satisfactory to the Company), with the Company with respect
      thereto.

    5.4.5     Underwriting
      Agreement. The Company shall enter into an underwriting
      agreement with the managing underwriter(s), if any, selected by any Holders
      whose Registrable Securities are being registered pursuant to this Section
      5,
      which managing underwriter shall be reasonably acceptable to the Company. Such
      agreement shall be reasonably satisfactory in form and substance to the Company,
      each Holder and such managing underwriters, and shall contain such
      representations, warranties and covenants by the Company and such other terms
      as
      are customarily contained in agreements of that type used by the managing
      underwriter. The Holders shall be parties to any underwriting agreement relating
      to an underwritten sale of their Registrable Securities and may, at their
      option, require that any or all the representations, warranties and covenants
      of
      the Company to or for the benefit of such underwriters shall also be 

     

    
      	
               

            	
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    made
      to and for the benefit of such Holders. Such Holders shall not be
      required to make any representations or warranties to or agreements with the
      Company or the underwriters except as they may relate to such Holders and their
      intended methods of distribution. Such Holders, however, shall agree to such
      covenants and indemnification and contribution obligations for selling
      stockholders as are customarily contained in agreements of that type used by
      the
      managing underwriter. Further, such Holders shall execute appropriate custody
      agreements and otherwise cooperate fully in the preparation of the registration
      statement and other documents relating to any offering in which they include
      securities pursuant to this Section 5. Each Holder shall also furnish to the
      Company such information regarding itself, the Registrable Securities held
      by
      it, and the intended method of disposition of such securities as shall be
      reasonably required to effect the registration of the Registrable
      Securities.

    5.4.6     Rule
      144
      Sale. Notwithstanding anything contained in this Section
      5 to the contrary, the Company shall have no obligation pursuant to Sections
      5.1
      or 5.2 for the registration of Registrable Securities held by any Holder (i)
      where such Holder would then be entitled to sell under Rule 144 within any
      three-month period (or such other period prescribed under Rule 144 as may be
      provided by amendment thereof) all of the Registrable Securities then held
      by
      such Holder, and (ii) where the number of Registrable Securities held by such
      Holder is within the volume limitations under paragraph (e) of Rule 144
      (calculated as if such Holder were an affiliate within the meaning of Rule
      144).

    5.4.7     Supplemental
      Prospectus. Each Holder agrees, that upon receipt of any
      notice from the Company of the happening of any event as a result of which
      the
      prospectus included in the Registration Statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances then existing, such Holder will
      immediately discontinue disposition of Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until such Holder’s
      receipt of the copies of a supplemental or amended prospectus, and, if so
      desired by the Company, such Holder shall deliver to the Company (at the expense
      of the Company) or destroy (and deliver to the Company a certificate of such
      destruction) all copies, other than permanent file copies then in such Holder’s
      possession, of the prospectus covering such Registrable Securities current
      at
      the time of receipt of such notice.

    
      	
              6.

            	
              Adjustments.

            


    

    6.1        Adjustments
      to Exercise Price and Number of Securities. The Exercise Price and the number of Units underlying
      the Purchase
      Option shall be subject to adjustment from time to time as hereinafter set
      forth:

    6.1.1     Stock
      Dividends
      Split Ups. If after the date hereof, and subject to the
      provisions of Section 6.3 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 day thereof, the number of shares of Common Stock underlying each
      of
      the Units purchasable hereunder shall be increased in proportion to such
      increase in outstanding shares. In such case, the number of shares of Common
      Stock, and the exercise price applicable thereto, underlying the Warrants
      underlying each of the Units 

     

    
      	
               

            	
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    purchasable
      hereunder shall be adjusted in accordance with the terms of
      the Warrants. For example, if the Company declares a two-for-one stock dividend
      and at the time of such dividend this Purchase Option is for the purchase of
      one
      Unit at $8.80 per whole Unit (the Warrant underlying the Units is exercisable
      for $5.50 per share), upon effectiveness of the dividend, this Purchase Option
      will be adjusted to allow for the purchase of one Unit at $8.80 per Unit, each
      Unit entitling the holder to receive two shares of Common Stock and two Warrants
      (each Warrant exercisable for $2.75 per share).

    6.1.2     Aggregation
      of
      Shares. If after the date hereof, and subject to the
      provisions of Section 6.3, the number of outstanding shares of Common Stock
      is
      decreased by a consolidation, combination or reclassification of shares of
      Common Stock or other similar event, then, on the effective date thereof, the
      number of shares of Common Stock underlying each of the Units purchasable
      hereunder shall be decreased in proportion to such decrease in outstanding
      shares. In such case, the number of shares of Common Stock, and the exercise
      price applicable thereto, underlying the Warrants underlying each of the Units
      purchasable hereunder shall be adjusted in accordance with the terms of the
      Warrants. 

    6.1.3     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 6.1.1 or 6.1.2 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 property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, 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, by a Holder of the number of shares of
      Common Stock of the Company obtainable upon exercise of this Purchase Option
      and
      the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares of Common Stock covered
      by
      Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
      6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
      similarly apply to successive reclassifications, reorganizations, mergers or
      consolidations, sales or other transfers.

    6.1.4     Changes
      in Form
      of Purchase Option. This form of Purchase Option need
      not be changed because of any change pursuant to this Section, and Purchase
      Options issued after such change may state the same Exercise Price and the
      same
      number of Units as are stated in the Purchase Options initially issued pursuant
      to this Agreement. The acceptance by any Holder of the issuance of new Purchase
      Options reflecting a required or permissive change shall not be deemed to waive
      any rights to an adjustment occurring after the Commencement Date or the
      computation thereof.

     

     

    
      	
               

            	
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    6.2        Substitute
      Purchase Option. In case of any
      consolidation of the Company with, or merger of the Company with, or merger
      of
      the Company into, another corporation (other than a consolidation or merger
      which does not result in any reclassification or change of the outstanding
      Common Stock), the corporation formed by such consolidation or merger shall
      execute and deliver to the Holder a supplemental Purchase Option providing
      that
      the holder of each Purchase Option then outstanding or to be outstanding shall
      have the right thereafter (until the stated expiration of such Purchase Option)
      to receive, upon exercise of such Purchase Option, the kind and amount of shares
      of stock and other securities and property receivable upon such consolidation
      or
      merger, by a holder of the number of shares of Common Stock of the Company
      for
      which such Purchase Option might have been exercised immediately prior to such
      consolidation, merger, sale or transfer. Such supplemental Purchase Option
      shall
      provide for adjustments which shall be identical to the adjustments provided
      in
      Section 6. The above provision of this Section shall similarly apply to
      successive consolidations or mergers.

    6.3        Elimination
      of Fractional Interests. The Company
      shall not be required to issue certificates representing fractions of shares
      of
      Common Stock or Warrants upon the exercise of the Purchase Option, nor shall
      it
      be required to issue scrip or pay cash in lieu of any fractional interests,
      it
      being the intent of the parties that all fractional interests shall be
      eliminated by rounding any fraction up to the nearest whole number of Warrants,
      shares of Common Stock or other securities, properties or rights.

    7.          Reservation
      and Listing. The Company shall at all
      times reserve and keep available out of its authorized shares of Common Stock,
      solely for the purpose of issuance upon exercise of the Purchase Options or
      the
      Warrants underlying the Purchase Option, such number of shares of Common Stock
      or other securities, properties or rights as shall be issuable upon the exercise
      thereof. The Company covenants and agrees that, upon exercise of the Purchase
      Options and payment of the Exercise Price therefor, all shares of Common Stock
      and other securities issuable upon such exercise shall be duly and validly
      issued, fully paid and non-assessable and not subject to preemptive rights
      of
      any stockholder. The Company further covenants and agrees that upon exercise
      of
      the Warrants underlying the Purchase Options and payment of the respective
      Warrant exercise price therefor, all shares of Common Stock and other securities
      issuable upon such exercise shall be duly and validly issued, fully paid and
      non-assessable and not subject to preemptive rights of any stockholder. As
      long
      as the Purchase Options shall be outstanding, the Company shall use its best
      efforts to cause all (i) shares of Common Stock issuable upon exercise of the
      Purchase Options, (ii) Warrants issuable upon exercise of the Purchase Options
      and (iii) shares of Common Stock issuable upon exercise of the Warrants included
      in the Units issuable upon exercise of the Purchase Option to be listed (subject
      to official notice of issuance) on all securities exchanges (or, if applicable
      on the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or any
      successor trading market) on which the Units, Common Stock or the Public
      Warrants issued to the public in connection herewith may then be listed and/or
      quoted.

    
      	
              8.

            	
              Certain
                Notice Requirements.

            


    

    8.1        Holder’s
      Right to Receive Notice. Nothing herein
      shall be construed as conferring upon the Holders the right to vote or consent
      or to receive notice as a stockholder for the election of directors or any
      other
      matter, or as having any rights whatsoever as a stockholder of the Company.
      If,
      however, at any time prior to the expiration of the Purchase Options and


     

    
      	
               

            	
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    their
      exercise, any of the events described in Section 8.2 shall occur,
      then, in one or more of said events, the Company shall give written notice
      of
      such event at least fifteen days prior to the date fixed as a record date or
      the
      date of closing the transfer books for the determination of the stockholders
      entitled to such dividend, distribution, conversion or exchange of securities
      or
      subscription rights, or entitled to vote on such proposed dissolution,
      liquidation, winding up or sale. Such notice shall specify such record date
      or
      the date of the closing of the transfer books, as the case may be.
      Notwithstanding the foregoing, the Company shall deliver to each Holder a copy
      of each notice given to the other stockholders of the Company at the same time
      and in the same manner that such notice is given to the stockholders.

    8.2        Events
      Requiring Notice. The Company shall be
      required to give the notice described in this Section 8 upon one or more of
      the
      following events: (i) if the Company shall take a record of the holders of
      its
      shares of Common Stock for the purpose of entitling them to receive a dividend
      or distribution payable otherwise than in cash, or a cash dividend or
      distribution payable otherwise than out of retained earnings, as indicated
      by
      the accounting treatment of such dividend or distribution on the books of the
      Company, or (ii) the Company shall offer to all the holders of its Common Stock
      any additional shares of capital stock of the Company or securities convertible
      into or exchangeable for shares of capital stock of the Company, or any option,
      right or warrant to subscribe therefor, or (iii) a dissolution, liquidation
      or
      winding up of the Company (other than in connection with a consolidation or
      merger) or a sale of all or substantially all of its property, assets and
      business shall be proposed.

    8.3        Notice
      of Change in Exercise Price. The Company
      shall, promptly after an event requiring a change in the Exercise Price pursuant
      to Section 6 hereof, send notice to the Holders of such event and change (“Price
      Notice”). The Price Notice shall describe the event causing the change and the
      method of calculating same and shall be certified as being true and accurate
      by
      the Company’s President and Chief Financial Officer.

    8.4        Transmittal
      of Notices. All notices, requests,
      consents and other communications under this Purchase Option shall be in writing
      and shall be deemed to have been duly made when hand delivered, or mailed by
      express mail or private courier service: (i) If to the registered Holder of
      the
      Purchase Option, to the address of such Holder as shown on the books of the
      Company, or (ii) if to the Company, to following address or to such other
      address as the Company may designate by notice to the Holders:
              

    Phoenix
      India Acquisition Corp.

    711
      Fifth Avenue, Suite 401

    
      	
              New
                York, NY 

            	
              10022

            


    

    Attn:
      Ramesh Akella, President and Chief Strategy Officer

     

    
      	
              9.

            	
              Miscellaneous.

            


    

    9.1        Amendments.
      The Company and Rodman may from time
      to time supplement or amend this Purchase Option without the approval of any
      of
      the Holders in order to cure any ambiguity, to correct or supplement any
      provision contained herein that may be defective or inconsistent with any other
      provisions herein, or to make any other provisions in regard to 

     

    
      	
               

            	
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    matters
      or questions arising hereunder that the Company and Rodman may
      deem necessary or desirable and that the Company and Rodman deem shall not
      adversely affect the interest of the Holders. All other modifications or
      amendments shall require the written consent of and be signed by the party
      against whom enforcement of the modification or amendment is sought.

    9.2        Headings.
      The headings contained herein are for
      the sole purpose of convenience of reference, and shall not in any way limit
      or
      affect the meaning or interpretation of any of the terms or provisions of this
      Purchase Option.

    10.        Entire
      Agreement. This Purchase Option (together
      with the other agreements and documents being delivered pursuant to or in
      connection with this Purchase Option) constitutes the entire agreement of the
      parties hereto with respect to the subject matter hereof, and supersedes all
      prior agreements and understandings of the parties, oral and written, with
      respect to the subject matter hereof.

    10.1      Binding
      Effect. This Purchase Option shall inure solely to the
      benefit of and shall be binding upon, the Holder and the Company and their
      permitted assignees, respective successors, legal representative and assigns,
      and no other person shall have or be construed to have any legal or equitable
      right, remedy or claim under or in respect of or by virtue of this Purchase
      Option or any provisions herein contained.

    10.2      Governing
      Law; Submission to Jurisdiction. This Purchase Option
      shall be governed by and construed and enforced in accordance with 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 Purchase Option shall be brought and enforced in
      the
      courts of the State of New York or of the United States of America 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 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
      8 hereof. Such mailing shall be deemed personal service and shall be legal
      and
      binding upon the Company in any action, proceeding or claim. The Company and
      the
      Holder agree that the prevailing party(ies) in any such action shall be entitled
      to recover from the other party(ies) all of its reasonable attorneys’ fees and
      expenses relating to such action or proceeding and/or incurred in connection
      with the preparation therefor. 

    10.3      Waiver,
      Etc. The failure of the Company or the Holder to at
      any
      time enforce any of the provisions of this Purchase Option shall not be deemed
      or construed to be a waiver of any such provision, nor to in any way affect
      the
      validity of this Purchase Option or any provision hereof or the right of the
      Company or any Holder to thereafter enforce each and every provision of this
      Purchase Option. No waiver of any breach, non-compliance or non-fulfillment
      of
      any of the provisions of this Purchase Option shall be effective unless set
      forth in a written instrument executed by the party or parties against whom
      or
      which enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non-fulfillment shall be construed or deemed to be a waiver
      of
      any other or subsequent breach, non-compliance or non-fulfillment.

     

     

    
      	
               

            	
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    10.4      Execution
      in Counterparts. This Purchase Option may be executed in
      one or more counterparts, and by the different parties hereto in separate
      counterparts, each of which shall be deemed to be an original, but all of which
      taken together shall constitute one and the same agreement, and shall become
      effective when one or more counterparts has been signed by each of the parties
      hereto and delivered to each of the other parties hereto.

     

                   
      10.5      Exchange
      Agreement. As a condition of the Holder’s receipt and
      acceptance of this Purchase Option, Holder agrees that, at any time prior to
      the
      complete exercise of this Purchase Option by Holder, if the Company and Rodman
      enter into an agreement (“Exchange Agreement”) pursuant to which they agree that
      all outstanding Purchase Options will be exchanged for securities or cash or
      a
      combination of both, then Holder shall agree to such exchange and become a
      party
      to the Exchange Agreement. 

     

    
      	
               

            	
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    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be
      signed by its duly authorized officer as of the ___ day of __________,
      2005.

    PHOENIX
      INDIA ACQUISITION CORP.

    By:_________________________________

    Name:
      Ramesh Akella

    Its:
      President and Chief Strategy Officer

    
    

     

    
      	
               

            	
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    Form
      to be used to exercise Purchase Option:

    Phoenix
      India Acquisition Corp.

    711
      Fifth Avenue 

    Suite
      401

    
      	
              New
                York, NY 

            	
              10022

            


    

    Attn:
      Ramesh Akella

     

    Date:_________________,
      200__

    The
      undersigned hereby elects irrevocably to exercise the within Purchase
      Option and to purchase ____ Units of Phoenix India Acquisition Corp. and hereby
      makes payment of $____________ (at the rate of $_________ per Unit) in payment
      of the Exercise Price pursuant thereto. Please issue the Common Stock and
      Warrants as to which this Purchase Option is exercised in accordance with the
      instructions given below.

    or

    The
      undersigned hereby elects irrevocably to convert its right to
      purchase _________ Units purchasable under the within Purchase Option by
      surrender of the unexercised portion of the attached Purchase Option (with
      a
“Value” based of $_______ based on a “Market Price” of $_______). Please issue
      the securities comprising the Units as to which this Purchase Option is
      exercised in accordance with the instructions given below.

    ______________________________

    Signature

    ______________________________

    Signature
      Guaranteed

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

    Name_____________________________________________________________

    (Print
      in Block Letters)

    Address__________________________________________________________

    NOTICE:
      The signature to this form must correspond with the name as
      written upon the face of the within Purchase Option in every particular without
      alteration or enlargement or any change whatsoever, and must be guaranteed
      by a
      bank, other than a savings bank, or by a trust company or by a firm having
      membership on a registered national securities exchange.

     

     

     

    
      	
               

            	
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    Form
      to be used to assign Purchase Option:

    ASSIGNMENT

    (To
      be executed by the registered Holder to effect a transfer of the
      within Purchase Option):

    FOR
      VALUE RECEIVED,___________________________________________ does
      hereby sell, assign and transfer unto___________________________________________
      the right to purchase __________ Units of Phoenix India Acquisition Corp.
      (“Company”) evidenced by the within Purchase Option and does hereby authorize
      the Company to transfer such right on the books of the Company.

    Dated:___________________,
      200_

    ______________________________

    Signature

    ______________________________

    Signature
      Guaranteed

    NOTICE:
      The signature to this form must correspond with the name as
      written upon the face of the within Purchase Option in every particular without
      alteration or enlargement or any change whatsoever, and must be guaranteed
      by a
      bank, other than a savings bank, or by a trust company or by a firm having
      membership on a registered national securities exchange.

     

     

    
      	
               

            	
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