Rodman & Renshaw, LLC
EXHIBTI
10.8
_______________
__, 2005
Xxxxxx
& Xxxxxxx, LLC
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
New
York,
New York 10020
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 and one Warrant. 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, as representative of the
underwriters (“Xxxxxx”), informs the Company of its decision to allow earlier
separate trading.
Each
of
the undersigned agrees that this letter agreement constitutes an irrevocable
instruction for Xxxxxx to purchase for the undersigned’s account, within the
45-trading day period commencing on the date separate trading of the Warrants
commences (“Separation Date”), as many Warrants as are available for purchase 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”). Xxxxxx agrees to fill such
order (or such other broker-dealer(s) as Xxxxxx may assign the order to) in
such
amounts and at such times as it may determine in its sole discretion during
the
forty-five trading-day period commencing on the Separation Date. Each order
will
be a limit order under NASD rules governing such orders. Xxxxxx further agrees
that it will not charge the undersigned any fees and/or commissions with respect
to such purchase obligation.
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”)) who (or
which) has an account at Xxxxxx 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.
Each
of
the undersigned agrees that neither he nor any affiliate or Designee of his
shall sell or transfer the Warrants until after the consummation of a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business and acknowledges that, at the option of Xxxxxx,
the
certificates for such Warrants shall contain a legend indicating such
restriction on transferability.
Very
truly yours, Maximum
Warrant Purchase
________________________
Xxxx
Xxxxxxxx
________________________
Xxxxxx
Xxxxxx
________________________
Xxxxxxx
Xxxxxxx
________________________
Xxxxx
Xxxxxxxxxx
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