Preview | Placement Unit Agreement |

PLACEMENT UNIT AGREEMENT (this Agreement) made as of this __ day of March, 2006 among Phoenix India Acquisition Corp., a Delaware corporation (the Company), Rodman & Renshaw, LLC (Rodman), Phoenix India Management Company LLC (the Purchaser) and each of the officers of the Company set forth on the signature page hereof (collectively, the Officers).

WHEREAS, the Company has filed with the Securities and Exchange Commission (SEC) a registration statement on Form S-1, as amended (File No. 333-128008) (the Registration Statement), in connection with the Companys initial public offering (the IPO) of up to 6,156,250 units, each unit (Unit) consisting of one share of the Companys common stock, $.0001 par value (the Common Stock), and (ii) one warrant (the Warrants), each Warrant to purchase one share of Common Stock; and

WHEREAS, the Company desires to sell in a private placement to the Purchaser (the Placement) an aggregate of 93,750 units (the Placement Units) substantially identical to the Units being issued in the IPO pursuant to the terms and conditions hereof and as set forth in the Registration Statement, except that the Placement Units, Common Stock and Warrants to be issued in the Placement shall not be registered under the Securities Act of 1933, as amended (the Securities Act); and

WHEREAS, the Warrants included in the Placement Units shall be governed by the Warrant Agreement filed as an exhibit to the Registration Statement; and

WHEREAS, the Purchaser is entitled to registration rights with respect to the Common Stock and the Warrants comprising the Placement Units and the Common Stock underlying such Warrants (collectively, the Registrable Securities) on the terms set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. Purchase of Units. The Purchaser hereby agrees to purchase 93,750 Placement Units at a purchase price of $8.00 per Placement Unit, or $750,000 (the Purchase Price).

2. Closing. The closing of the purchase and sale of the Placement Units (the Closing) will take place at such time and place as the parties may agree (the Closing Date), but in no event later than the date on which the SEC declares the Registration Statement effective (the Effective Date). On the Effective Date, the Purchaser shall pay the Purchase Price by wire transfer of funds to an account maintained by the Company. Immediately prior to the closing of the IPO, the Company shall deposit the Purchase Price into the trust account described in the Registration Statement (the Trust Account). The certificates for the Common Stock and Warrants comprising the Placement Units shall be delivered to the Purchaser promptly after the closing of the IPO.

3. Voting of Shares. If the Company solicits approval of its stockholders of a Business Combination, the Purchaser and the Officers shall vote all of the shares of the Common Stock acquired (i) pursuant to this Agreement, (ii) in the IPO and (iii) in the aftermarket in favor of the Business Combination and therefore waive any redemption rights it might have with respect to such shares. As used herein, a Business Combination shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition of, or similar business combination with, an operating business selected by the Company in accordance with the terms described in the Registration Statement.

4. Waiver of Liquidation Distributions. In connection with the Placement Units purchased pursuant to this Agreement, the Purchaser and the Officers hereby waive any and all right, title, interest or claim of any kind in or to any liquidating distributions by the Company in the event of a liquidation of the Company upon the Company's failure to timely complete a Business Combination. For purposes of clarity, any shares of Common Stock purchased in the IPO or the aftermarket by the Purchaser or the Officers shall be eligible to receive any liquidating distributions by the Company.

5. Lock-Up Agreement. The Purchaser shall not sell, assign, hypothecate, or transfer any of the Common Stock purchased pursuant to this Agreement until the earlier of consummation of a Business Combination or liquidation of the Company. In order to enforce this covenant, the Purchaser agrees, if requested by Rodman, to deposit the Placement Units in an account to be established at Rodman.