Rodman & Renshaw, LLC
_______________
__, 2005
Xxxxxx
& Xxxxxxx, LLC
000
Xxxxxxx Xxxxxx
New
York,
New York 10017
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 Xxxxxx & Xxxxxxx, LLC ("Xxxxxx") 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 Xxxxxx
or, with Xxxxxx'x consent, an independent broker-dealer (either, the "Broker")
registered under Section 15 of the Exchange Act which is neither affiliated
with
the Company, Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx by the undersigned (a “Designee”)) and, in
such event, Xxxxxx 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 Xxxxxx, 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 -
2
|
Maximum
Warrant
Purchase
|
|||
|
285,000
|
|||
|
Xxxxx
Xxxxxxxxxx
|
|
||
|
345,000
|
|||
|
Xxxxxx
Xxxxxx
|
|||
|
285,000
|
|||
|
Xxxx
Xxxxxxxx
|
|||
|
285,000
|
|||
|
Xxxxxxx
Xxxxxxx
|
3
