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Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the __ day of __________, 2006, by and among Phoenix India Acquisition Corp., a Delaware corporation (the Company), and the undersigned parties listed under Investors on the signature page hereto (each, an Investor and collectively, the Investors).

WHEREAS, the Investors currently hold all of the issued and outstanding securities of the Company;

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of common stock and warrants held by them;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

Anti-dilution Options means the options to acquire Units issued to certain of the investors, which options are exercisable only in the event and to the extent the underwriter of the Companys initial public offering exercises its over-allotment option.

Commission means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

Common Stock means the common stock, par value $0.0001 per share, of the Company.

Company is defined in the preamble to this Agreement.

Demand Registration is defined in Section 2.1.1.

Demanding Holder is defined in Section 2.1.1.

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

Form S-3 is defined in Section 2.3.

Indemnified Party is defined in Section 4.3.

Indemnifying Party is defined in Section 4.3.

Investor is defined in the preamble to this Agreement.

Investor Indemnified Party is defined in Section 4.1.

Maximum Number of Shares is defined in Section 2.1.4.

Notices is defined in Section 6.3.

Piggy-Back Registration is defined in Section 2.2.1.

Register, registered and registration mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

Registrable Securities mean the Units, all of the shares of Common Stock and Warrants underlying the Units and owned or held by the Investors or the transferees of the Investors and the shares of Common Stock issuable upon exercise of the Warrants. Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of Common Stock or Warrants. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Securities and Exchange Commission makes a definitive determination to the Company that the Registrable Securities are saleable under Rule 144(k).