Form of Stock Escrow Agreement

EXHIBIT 10.4

STOCK ESCROW AGREEMENT



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").



WHEREAS, the Company has entered into an Underwriting Agreement, dated _______ __, 2005 ("Underwriting Agreement") with Rodman & Renshaw, LLC ("Rodman"), pursuant to which, among other matters, Rodman has agreed to purchase 12,500,000 units ("Units") of the Company. Each Unit consists of one share of the Company's Common Stock, par value $.0001 per share, and one Warrant, each Warrant to purchase one share of Common Stock, all as more fully described in the Company's definitive Prospectus, dated ________ __, 2005 ("Prospectus") comprising part of the Company's Registration Statement on Form S-1 (File No. 333-________) under the Securities Act of 1933, as amended ("Registration Statement"), declared effective on ________ __, 2005 ("Effective Date").



WHEREAS, the Initial Stockholders have agreed as a condition of the Rodman's obligation to purchase the Units pursuant to the Underwriting Agreement and to offer them to the public to deposit all of their units of the Company, such units consisting of one share of Common Stock of the Company, par value $1.0001 per share, and one warrant to purchase one share of common stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively "Escrow Units"), in escrow as hereinafter provided.



WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.



IT IS AGREED:



1. Appointment of Escrow Agent . The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.



2. Deposit of Escrow Units . On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his or her respective Escrow Units, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his or her Escrow Units is legended to reflect the deposit of such Escrow Units under this Agreement.



3. Disbursement of the Escrow Units . The Escrow Agent shall hold the Escrow Units until the first anniversary of the completion by the Company of a Business Combination (as such term is defined in the Registration Statement) ("Escrow Period"), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder's Escrow Units to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates








representing the Escrow Units. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Units in accordance with this Section 3.



4. Rights of Initial Stockholders in Escrow Units .



4.1. Voting Rights as a Stockholder . Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.



4.2. Dividends and Other Distributions in Respect of the Escrow Units . During the Escrow Period, all dividends payable in cash with respect to the Escrow Units shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property ("Non-Cash Dividends") shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term ?Escrow Shares" shall be deemed to include the Non-Cash Dividends distributed thereon, if any.



4.3. Restrictions on Transfer . During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Units except (i) by gift to a member of Initial Stockholder's immediate family or to a trust or other entity, the beneficiary of which is an Initial Stockholder or a member of an Initial Stockholder's immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Initial Stockholder, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permissive transfers may be implemented only upon the respective transferee's written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Initial Stockholder transferring the Escrow Units. During the Escrow Period, the Initial St ...