UNDERWRITING AGREEMENT between PHOENIX INDIA ACQUISITION CORP. and RODMAN & RENSHAW, LLC Dated: ___________, 2006Underwriting Agreement • March 3rd, 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:
WARRANT AGREEMENTWarrant 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”).
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,...Purchase Option Agreement • March 3rd, 2006 • Phoenix India Acquisition Corp. • 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 AGREEMENTInvestment Management Trust Agreement • March 3rd, 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”).
PLACEMENT UNIT AGREEMENTPlacement Unit Agreement • March 3rd, 2006 • Phoenix India Acquisition Corp. • Blank checks • New York
PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this ___ day of ________, 2006 among Phoenix India Acquisition Corp., a Delaware corporation (the “Company”), Rodman & Renshaw, LLC (“Rodman”) and the undersigned (the “Purchasers”).
AMENDED AND RESTATED OPTION AGREEMENTOption Agreement • March 3rd, 2006 • Phoenix India Acquisition Corp. • Blank checks
