Rodman & Renshaw, LLC
EXHIBIT
10.8
_______________
__, 2006
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
an independent broker-dealer (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 an aggregate of $1,750,000 of 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 $1.70 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, without 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.
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Signature
page immediately follows -
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