Phoenix India Acquisition Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 22nd, 2006 • Phoenix India Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of __________, 2006, by and among Phoenix India Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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WARRANT AGREEMENT
Warrant Agreement • March 3rd, 2006 • Phoenix India Acquisition Corp. • Blank checks • New York

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”).

UNDERWRITING AGREEMENT between PHOENIX INDIA ACQUISITION CORP. and RODMAN & RENSHAW, LLC Dated: March __, 2006
Underwriting Agreement • March 22nd, 2006 • Phoenix India Acquisition Corp. • Blank checks • New York

The undersigned, Phoenix India Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you,”“Rodman” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Rodman is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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,...
Phoenix India Acquisition Corp. • March 3rd, 2006 • Blank checks • New York

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 _____________, 2007. VOID AFTER 5:00 P.M. EASTERN TIME, _____________, 2011.

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 11th, 2006 • Phoenix India Acquisition Corp. • Blank checks • New York

This Agreement is made as of March 30, 2006 by and between Phoenix India Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 12th, 2006 • Phoenix India Acquisition Corp. • Blank checks • New York

This Agreement is made as of _________, 2006 by and between Phoenix India Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).

Rodman & Renshaw, LLC
Phoenix India Acquisition Corp. • January 12th, 2006 • Blank checks
STOCK ESCROW AGREEMENT
Stock Escrow Agreement • January 12th, 2006 • Phoenix India Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2006 (“Agreement”) by and among Phoenix India Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).

PLACEMENT UNIT AGREEMENT
Placement Unit Agreement • March 22nd, 2006 • Phoenix India Acquisition Corp. • Blank checks • New York

PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this __ day of March, 2006 among Phoenix India Acquisition Corp., a Delaware corporation (the “Company”), Rodman & Renshaw, LLC (“Rodman”), Phoenix India Management Company LLC (the “Purchaser”) and each of the officers of the Company set forth on the signature page hereof (collectively, the “Officers”).

CITIUS POWER LIMITED SHAREHOLDERS AGREEMENT March 1, 2008
Citius Power Limited • March 6th, 2008 • Phoenix India Acquisition Corp. • Blank checks

The Company, PIAC and the Existing Shareholders are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

CITIUS POWER LIMITED SHARE SUBSCRIPTION AGREEMENT March 1, 2008
Share Subscription Agreement • March 6th, 2008 • Phoenix India Acquisition Corp. • Blank checks

The Company, PIAC and the Promoters are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

OPTION AGREEMENT
Option Agreement • November 23rd, 2005 • Phoenix India Acquisition Corp. • Blank checks
AMENDED AND RESTATED OPTION AGREEMENT
Option Agreement • March 3rd, 2006 • Phoenix India Acquisition Corp. • Blank checks
STOCK ESCROW AGREEMENT
Stock Escrow Agreement • August 31st, 2005 • Phoenix India Acquisition Corp. • New York

STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2005 (“Agreement”) by and among Phoenix India Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).

PHOENIX INDIA ACQUISITION CORPORATION
Phoenix India Acquisition Corp. • November 23rd, 2005 • Blank checks
PHOENIX INDIA ACQUISITION CORPORATION
Phoenix India Acquisition Corp. • August 31st, 2005
RODMAN & RENSHAW, LLC SELECTED DEALERS AGREEMENT
Selected Dealers Agreement • August 31st, 2005 • Phoenix India Acquisition Corp. • New York
Rodman & Renshaw, LLC
Phoenix India Acquisition Corp. • August 31st, 2005
PHOENIX INDIA ACQUISITION CORPORATION
Phoenix India Acquisition Corp. • October 18th, 2005 • Blank checks
PHOENIX INDIA ACQUISITION CORP.
Phoenix India Acquisition Corp. • January 12th, 2006 • Blank checks
Contract
Voting Agreement • October 18th, 2005 • Phoenix India Acquisition Corp. • Blank checks
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