UNDERWRITING AGREEMENT between PHOENIX INDIA ACQUISITION CORP. and RODMAN & RENSHAW, LLC Dated: ___________, 2005Underwriting Agreement • November 23rd, 2005 • 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:
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,...Phoenix India Acquisition Corp. • November 23rd, 2005 • 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 _____________, 2006. VOID AFTER 5:00 P.M. EASTERN TIME, _____________, 2010.
Rodman & Renshaw, LLCPhoenix India Acquisition Corp. • November 23rd, 2005 • Blank checks
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 23rd, 2005 • Phoenix India Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2005 (“Agreement”) by and among Phoenix India Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
OPTION AGREEMENTOption Agreement • November 23rd, 2005 • Phoenix India Acquisition Corp. • Blank checks
PHOENIX INDIA ACQUISITION CORPORATIONPhoenix India Acquisition Corp. • November 23rd, 2005 • Blank checks
