Common use of Adjustments for Stock Splits Clause in Contracts

Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the shares of Common Stock. *************************** If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers and the Company. INDIA GLOBALIZATION CAPITAL, INC. By: __________________________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC. By: __________________________________________ Name: Title: VIEWTRADE SECURITIES INC. By: __________________________________________ Name: Title: ANNEX I Form of Terms Agreement INDIA GLOBALIZATION CAPITAL, INC. TERMS AGREEMENT Dear Sirs: India Globalization Capital, Inc. (the “Company”) proposes, subject to the terms and conditions stated herein and in the At The Market Offering Agreement, dated October 1, 2018 (the “At The Market Offering Agreement”), between the Company and The Benchmark Company, LLC (“Manager”) and Viewtrade Securities Inc. (the “Co-Manager” and collectively with the Manager, the “Managers”), to issue and sell to Managers the securities specified in the Schedule I hereto (the “Purchased Shares”). Each of the provisions of the At The Market Offering Agreement not specifically related to the solicitation by the Manager, as agents of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement and the Time of Delivery, except that each representation and warranty in Section 3 of the At The Market Offering Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the At The Market Offering Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement and the Time of Delivery in relation to the Prospectus as amended and supplemented to relate to the Purchased Shares. An amendment to the Registration Statement (as defined in the At The Market Offering Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares, in the form heretofore delivered to the Benchmark is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the At The Market Offering Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager(s) and the Manager(s) agree to purchase from the Company the number of shares of the Purchased Shares at the time and place and at the purchase price set forth in the Schedule I attached hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers and the Company. INDIA GLOBALIZATION CAPITAL, INC. By: __________________________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC By: __________________________________________ Name: Title: VIEWTRADE SECURITIES INC. By: __________________________________________ Name: Title:

Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the shares of Common Stock. *************************** If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us a counterpart the enclosed duplicate hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, letter and your acceptance shall constitute represent a binding agreement between among the Managers Company and the CompanyManager. Very truly yours, INDIA GLOBALIZATION CAPITAL, INC. By: __________________:________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED Address for Notice: 4000 Xxxxxxxxxx Xxxxxx Bethesda, Maryland 20814 Facsimile: (000) 000 0000 Attention: Mr. Ram Mxxxxxx, Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above. THE BENCHMARK COMPANY, LLC. LLC By: __________________:________________________ Name: Title: VIEWTRADE SECURITIES INC. ByAddress for Notice: __________________________________________ Name100 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: TitleAttention: Jxxx Xxxxx ANNEX I Form of Terms Agreement INDIA GLOBALIZATION CAPITAL, INC. TERMS AGREEMENT Dear Sirs: India Globalization Capital, Inc. (the “Company”) proposes, subject to the terms and conditions stated herein and in the At The Market Offering Agreement, dated October 1, 2018 2017 (the “At The Market Offering Agreement”), between the Company and The Benchmark Company, LLC (“Manager”) and Viewtrade Securities Inc. (the “Co-Manager” and collectively with the Manager, the “ManagersBenchmark”), to issue and sell to Managers Benchmark the securities specified in the Schedule I hereto (the “Purchased Shares”). Each of the provisions of the At The Market Offering Agreement not specifically related to the solicitation by the ManagerBenchmark, as agents agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement and the Time of Delivery, except that each representation and warranty in Section 3 of the At The Market Offering Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the At The Market Offering Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement and the Time of Delivery in relation to the Prospectus as amended and supplemented to relate to the Purchased Shares. An amendment to the Registration Statement (as defined in the At The Market Offering Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares, in the form heretofore delivered to the Benchmark is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the At The Market Offering Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager(s) Benchmark and the Manager(s) agree Benchmark agrees to purchase from the Company the number of shares of the Purchased Shares at the time and place and at the purchase price set forth in the Schedule I attached hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers Benchmark and the Company. INDIA GLOBALIZATION CAPITAL, INC. By: ________________________________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC By: __________________________________________ Name: Title: VIEWTRADE SECURITIES INC. By: __________________________________________ Name: Title:

Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the shares of Common Stock. *************************** If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us a counterpart the enclosed duplicate hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, letter and your acceptance shall constitute represent a binding agreement between among the Managers Company and the CompanyManagers. Very truly yours, INDIA GLOBALIZATION CAPITAL, INC. By: __________________:________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED Address for Notice: 4000 Xxxxxxxxxx Xxxxxx Bethesda, Maryland 20814 Facsimile: (000) 000 0000 Attention: Mr. Ram Mxxxxxx, Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above. THE BENCHMARK COMPANY, LLC. LLC By: __________________:________________________ Name: Title: VIEWTRADE SECURITIES INC. Address for Notice: 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: Attention: Jxxx Xxxxx JXXXXX XXXXXX & CO., LLC By: __________________:________________________ Name: Title: Address for Notice: 30 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 0000 Facsimile: Attention: Exxx Xxxx, Head of Investment Banking/Underwritings ANNEX I Form of Terms Agreement INDIA GLOBALIZATION CAPITAL, INC. TERMS AGREEMENT Dear Sirs: India Globalization Capital, Inc. (the “"Company”") proposes, subject to the terms and conditions stated herein and in the At The Market Offering Agreement, dated October 1December 20, 2018 2017 (the “"At The Market Offering Agreement”"), between the Company and The Benchmark Company, LLC (“"Manager”") and Viewtrade Securities Inc. Jxxxxx Xxxxxx & Co., LLC (the “"Co-Manager” " and collectively with the Manager, the “"Managers”"), to issue and sell to Managers the securities specified in the Schedule I hereto (the “"Purchased Shares”"). Each of the provisions of the At The Market Offering Agreement not specifically related to the solicitation by the Manager, as agents of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement and the Time of Delivery, except that each representation and warranty in Section 3 of the At The Market Offering Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the At The Market Offering Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement and the Time of Delivery in relation to the Prospectus as amended and supplemented to relate to the Purchased Shares. An amendment to the Registration Statement (as defined in the At The Market Offering Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares, in the form heretofore delivered to the Benchmark is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the At The Market Offering Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager(s) and the Manager(s) agree to purchase from the Company the number of shares of the Purchased Shares at the time and place and at the purchase price set forth in the Schedule I attached hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers Benchmark and the Company. INDIA GLOBALIZATION CAPITAL, INC. By: __________________________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC By: __________________________________________ Name: Title: VIEWTRADE SECURITIES INC. JXXXXX XXXXXX & CO, LLC By: __________________________________________ Name: Title:

Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the shares of Common Stock. *************************** 35 If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us a counterpart the enclosed duplicate hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, letter and your acceptance shall constitute represent a binding agreement between among the Managers Company and the CompanyManagers. Very truly yours, INDIA GLOBALIZATION CAPITAL, INC. By: __________________:________________________ Name: Ram Mxxxxxx Xxxxxxx Title: Chief Executive Officer ACCEPTED Address for Notice: 0000 Xxxxxxxxxx Xxxxxx Bethesda, Maryland 20814 Facsimile: (000) 000 0000 Attention: Mr. Ram Xxxxxxx, Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above. THE BENCHMARK COMPANY, LLC. LLC By: __________________:________________________ Name: Title: VIEWTRADE SECURITIES INC. Address for Notice: 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: Attention: Xxxx Xxxxx XXXXXX XXXXXX & CO., LLC By: __________________:________________________ Name: Title: Address for Notice: 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 0000 Facsimile: Attention: Xxxx Xxxx, Head of Investment Banking/Underwritings 36 ANNEX I Form of Terms Agreement INDIA GLOBALIZATION CAPITAL, INC. TERMS AGREEMENT Dear Sirs: India Globalization Capital, Inc. (the “"Company”") proposes, subject to the terms and conditions stated herein and in the At The Market Offering Agreement, dated October 1December 20, 2018 2017 (the “"At The Market Offering Agreement”"), between the Company and The Benchmark Company, LLC (“"Manager”") and Viewtrade Securities Inc. Xxxxxx Xxxxxx & Co., LLC (the “"Co-Manager” " and collectively with the Manager, the “"Managers”"), to issue and sell to Managers the securities specified in the Schedule I hereto (the “"Purchased Shares”"). Each of the provisions of the At The Market Offering Agreement not specifically related to the solicitation by the Manager, as agents of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement and the Time of Delivery, except that each representation and warranty in Section 3 of the At The Market Offering Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the At The Market Offering Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement and the Time of Delivery in relation to the Prospectus as amended and supplemented to relate to the Purchased Shares. An amendment to the Registration Statement (as defined in the At The Market Offering Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares, in the form heretofore delivered to the Benchmark is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the At The Market Offering Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager(s) and the Manager(s) agree to purchase from the Company the number of shares of the Purchased Shares at the time and place and at the purchase price set forth in the Schedule I attached hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers Benchmark and the Company. INDIA GLOBALIZATION CAPITAL, INC. By: __________________________________________ Name: Ram Mxxxxxx Xxxxxxx Title: Chief Executive Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC By: __________________________________________ Name: Title: VIEWTRADE SECURITIES INC. By: __________________________________________ Name: Title:XXXXXX XXXXXX & CO, LLC

Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the shares of Common Stock. *************************** If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers Manager and the Company. INDIA GLOBALIZATION CAPITALYOUNGEVITY INTERNATIONAL, INC. By: __________/s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: President and Chief Financial Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC ________________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC. By: __________________________________________ Name: Title: VIEWTRADE SECURITIES INC. By: __________________________________________ Name: Title: ANNEX I Form of Terms Agreement INDIA GLOBALIZATION CAPITALYOUNGEVITY INTERNATIONAL, INC. TERMS AGREEMENT Dear Sirs: India Globalization CapitalYoungevity International, Inc. (the “Company”) proposes, subject to the terms and conditions stated herein and in the At The Market Offering Agreement, dated October 1January 7, 2018 2019 (the “At The Market Offering Agreement”), between the Company and The Benchmark Company, LLC (the “Manager”) and Viewtrade Securities Inc. (the “Co-Manager” and collectively with the Manager, the “Managers”), to issue and sell to Managers Manager the securities specified in the Schedule I hereto (the “Purchased Shares”). Each of the provisions of the At The Market Offering Agreement not specifically related to the solicitation by the Manager, as agents of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement and the Time of Delivery, except that each representation and warranty in Section 3 of the At The Market Offering Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the At The Market Offering Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement and the Time of Delivery in relation to the Prospectus as amended and supplemented to relate to the Purchased Shares. An amendment to the Registration Statement (as defined in the At The Market Offering Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares, in the form heretofore delivered to the Benchmark is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the At The Market Offering Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager(s) and the Manager(s) agree to purchase from the Company the number of shares of the Purchased Shares at the time and place and at the purchase price set forth in the Schedule I attached hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers Manager and the Company. INDIA GLOBALIZATION CAPITALYOUNGEVITY INTERNATIONAL, INC. By: __________________________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC By: __________________________________________ Name: Title: VIEWTRADE SECURITIES INC. By: __________________________________________ Name: Title:

Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the shares of Common Stock. *************************** If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers Benchmark and the Company. INDIA GLOBALIZATION CAPITAL, INC. By: __________________________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC. By: __________________________________________ Name: Title: VIEWTRADE SECURITIES INC. By: __________________________________________ Name: Title: ANNEX I Form of Terms Agreement INDIA GLOBALIZATION CAPITAL, INC. TERMS AGREEMENT Dear Sirs: India Globalization Capital, Inc. (the “Company”) proposes, subject to the terms and conditions stated herein and in the At The Market Offering Agreement, dated October 1September __, 2018 (the “At The Market Offering Agreement”), between the Company and The Benchmark Company, LLC (“Manager”) and Viewtrade ViewTrade Securities Inc. (the “Co-Manager” and collectively with the Manager, the “Managers”), to issue and sell to Managers the securities specified in the Schedule I hereto (the “Purchased Shares”). Each of the provisions of the At The Market Offering Agreement not specifically related to the solicitation by the Manager, as agents of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement and the Time of Delivery, except that each representation and warranty in Section 3 of the At The Market Offering Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the At The Market Offering Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement and the Time of Delivery in relation to the Prospectus as amended and supplemented to relate to the Purchased Shares. An amendment to the Registration Statement (as defined in the At The Market Offering Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares, in the form heretofore delivered to the Benchmark is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the At The Market Offering Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager(s) and the Manager(s) agree to purchase from the Company the number of shares of the Purchased Shares at the time and place and at the purchase price set forth in the Schedule I attached hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers Benchmark and the Company. INDIA GLOBALIZATION CAPITAL, INC. By: __________________________________________ Name: Ram Mxxxxxx Title: Chief Executive Officer ACCEPTED as of the date first written above. THE BENCHMARK COMPANY, LLC By: __________________________________________ Name: Title: VIEWTRADE SECURITIES INC. By: __________________________________________ Name: Title: