AMENDED AND RESTATED OPTION AGREEMENT
AMENDED
AND RESTATED OPTION AGREEMENT
| March 1, 2006 |
Insider
Optionees listed on Schedule
A
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
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/ Xxxxxx Xxxxxx | |
|
Xxxxxx
Xxxxxx, President and Chief Strategy Officer
|
||
Schedule
A
|
Percentage
of Over-Allotment Option
|
||||
|
Xxxxx
Xxxxxx
|
0.64
|
%
|
||
|
Xxxxx
Xxxxxx
|
0.64
|
%
|
||
|
Xxxxxxxxxx
Xxxxxxxxx
|
0.64
|
%
|
||
|
Xxxxxx
Xxxxxx
|
26.83
|
%
|
||
|
Xxxx
Xxxxxxxx
|
23.75
|
%
|
||
|
Xxxxx
Xxxxxxxxxx
|
0.48
|
%
|
||
|
Xxx
Xxxxxxxx-Xxxxxxxxxx
|
0.48
|
%
|
||
|
Xxxxx
Xxxxxxxxxx, as Custodian for,
|
||||
|
Xxxxxx
Xxxxxxxxxx-Xxxxxxxx
|
0.48
|
%
|
||
|
Xxxxxxxx
Xxxxxxxxxx-Xxxxxxxx
|
0.48
|
%
|
||
|
Xxxxx
Xxxxxxxxxx
|
21.82
|
%
|
||
|
The
Morningstar Trust
|
2.38
|
%
|
||
|
The
Sunrise Trust
|
2.38
|
%
|
||
|
The
Xxxx Trust
|
9.50
|
%
|
||
|
The
Aurora Trust
|
9.50
|
%
|
||
2
