Warrant Purchase Agreement between Rodman & Renshaw, LLC and Phoenix India Acquisition Corp. Investors

Summary

This agreement confirms that the named investors will purchase warrants of Phoenix India Acquisition Corp. through Rodman & Renshaw, LLC, following the company's initial public offering. The investors agree to buy warrants at market prices up to $1.20 each, within 45 trading days after the warrants become separately tradable, up to a specified maximum. The warrants cannot be sold or transferred until after the company completes a business combination. Rodman & Renshaw will not charge any fees or commissions for these purchases.

EX-10.8 15 exh10-8_13794.htm FORM OF WARRANT PURCHASE AGREEMENT WWW.EXFILE.COM, INC. -- 13794 -- PHOENIX INDIA ACQUISITION CORP. -- EXHIBIT 10.8 TO FORM S-1

EXHIBTI 10.8

_______________ __, 2005

Rodman & Renshaw, LLC

1270 Avenue of the Americas, 16th Floor

New York, New York 10020

Re: Phoenix India Acquisition Corp.

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 Rodman & Renshaw, LLC, as representative of the underwriters (“Rodman”), 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 Rodman 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”). Rodman agrees to fill such order (or such other broker-dealer(s) as Rodman 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. Rodman 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 Rodman 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 Rodman by the undersigned (a “Designee”)) who (or which) has an account at Rodman and, in such event, Rodman 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 Rodman, the certificates for such Warrants shall contain a legend indicating such restriction on transferability.

Very truly yours, Maximum Warrant Purchase

________________________

Raju Panjwani

________________________

Ramesh Akella

________________________

Shekhar Wadekar

________________________

Rohit Phansalkar