WARRANT CLARIFICATION AGREEMENT
This
Warrant Clarification Agreement
(this ‘‘Agreement’’), dated January 4, 2008, is to the Warrant Agreement, dated
as of March 3, 2006 (the
‘‘Warrant
Agreement’’), by and
between India Globalization Capital, Inc., a Delawarecorporation
(‘‘Company’’), and
Continental Stock Transfer & Trust Company, a New Yorkcorporation
(‘‘Warrant Agent’’).
WHEREAS,
Section 3.3.2 of the Warrant Agreement
provides that Company shall not be obligated to deliver any securities pursuant
to the exercise of a warrant unless a registration statement under the
Securities Act of 1933, as amended (‘‘Securities Act’’), with respect to the
common stock is effective.
WHEREAS,
in furtherance of the foregoing, the
Company’s final prospectus, dated March 3, 2006, indicated (i) that no warrant
would be exercisable unless at the time of exercise a prospectus relating
to the
common stock issuable upon exercise of the warrant is current and the common
stock has been registered under the Securities Act or qualified or deemed
to be
exempt under the securities laws of the state of residence of the holder
of the
warrant and (ii) that the warrant may be deprived of any value and the market
for the warrant may be limited if the prospectus relating to the common stock
issuable upon the exercise of the warrant is not current or if the common
stock
is not qualified or exempt from qualification in the jurisdictions in which
the
holder of the warrant resides.
WHEREAS,
as a result of certain questions that
have arisen regarding the accounting treatment applicable to the warrants,
the
parties hereto deem it necessary and desirable to amend the Warrant Agreement
to
clarify that the registered holders do not have the right to receive a net-cash
settlement in the event the Company does not maintain a current prospectus
relating to the common stock issuable upon exercise of the warrants at the
time
such warrants are exercisable.
NOW,
THEREFORE, in consideration
of the mutual
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to
be
legally bound hereby, the parties hereto agree to amend the Warrant Agreement
as
set forth herein.
1. Warrant
Agreement. The Warrant
Agreement is hereby clarified by adding the following sentences at the end
of
Section 3.3.2:
‘‘In
no event shall the Company
be obligated to settle any Warrant, in whole or in part, for cash.
Notwithstanding any language to the contrary herein, any and all Warrants
can
expire unexercised or unredeemed.
2. Miscellaneous.
(a) Governing
Law. The validity,
interpretation, and performance of this Agreement and of the Warrants shall
be
governed in all respects by the laws of the State of Maryland,
without giving effect to conflicts of
law principles that would result in the application of the substantive laws
of
another jurisdiction. The Company hereby agrees that any action, proceeding
or
claim against it arising out of or relating in any way to this Agreement
shall
be brought and enforced in the courts of the State of Maryland or the United
States District Court for the District of Maryland, and irrevocably submits
to
such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any such process or summons to be served
upon
the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it
at
the address set forth in Section 9.2 of the Warrant Agreement. Such mailing
shall be deemed personal service and shall be legal and binding upon the
Company
in any action, proceeding or claim.
(b) Binding
Effect. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and
to
their respective heirs, legal representatives, successors and assigns.
(c) Entire
Agreement. This Agreement
sets forth the entire agreement and understanding between the parties as
to the
subject matter thereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them. Except
as set
forth in this Agreement,
provisions of the Warrant
Agreement which are not inconsistent with this Agreement shall remain in
full
force and effect. This Agreement may be executed in counterparts.
(d) Severability.
This Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement
or of
any other term or provision hereof. Furthermore, in lieu of any such invalid
or
unenforceable term or provision, the parties hereto intend that there shall
be
added as part of this Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and
enforceable.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto
have executed this Warrant Clarification Agreement as of the date first written
above.
By: /s/Ram
Mukunda__________________
Name:
Ram ▇▇▇▇▇▇▇
Title: President
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
By: /s/▇▇▇▇▇▇
Nelson__________________
Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman