ODEON LIMITED Level Six One Cathedral Square Jules Koenig Street Port-Louis, Republic of Mauritius
EXHIBIT
10.2
ODEON
LIMITED
Level
Six
One
Cathedral Square
Xxxxx
Xxxxxx Street
Port-Louis,
Republic of Mauritius
8th
January
2008
0000
Xxxxxxxxxx Xxxxxx Xxxxxxxx,
XX 00000
Techni
Xxxxxxxx Limited
By
pass
road
Edappally
Kochi
682
024
India
Dear
Sirs,
Re:
Share Purchase Agreement dated
21stday
of September, 2007 (“Agreement”)
entered
into between Odeon Limited
(“Seller”) and
IndiaGlobalization
Capital, Inc. (“Buyer”) in respect of 5 million
convertible preference shares in Techni Xxxxxxxx Limited(“TBL”
or
“the
Company”)
Unless
otherwise expressly provided
herein, all capitalised words and expressions used herein shall have the same
meaning ascribed to them respectively under the Agreement.
We
refer to the above matter and in
particular clause 4.1 of the Agreement which provides that the Completion Date
shall be a date not later than 15 days from the fulfilment of the conditions
precedent (as set out in clause 3.1 of the Agreement) and in any event shall
not
be later than 31stJanuary
2008, unless mutually
extended.
At
the Buyer’s request and the request
of TBL, we are agreeable to extend the Completion Date to a date not later
than
30thApril
2008, subject to and
conditional upon the following:-
|
(1)
|
that
the Company and the Buyer
shall agree that the proceeds payable by the Buyer to the Company
for the
subscription by the Buyer of the shares in the Company pursuant to
the
Share Subscription Agreement made between the Buyer, TBL and the
Promoters
shall be used to settle the indebtedness of TBL to SAAG RR Infra
Limited
(“SAAG”) in the sum of Rupees One crore sixty lakhs thirty four thousand
seven hundred and fifty only (Rs 1,60,34,750/-) (“SAAG Debt”);(confirmed
by Saag RR Infra Limited, attached as schedule 4 of amendment
agreement)
|
|
(2)
|
that
we shall be entitled not to
complete or to delay the completion of our sale of the Shares to
the Buyer
if the SAAG Debt has not been fully settled by TBL.
|
|
(3)
|
that
the extension to 30thApril
2008 shall be the
final extension and in the event that the Agreement is not completed
by
then, we shall be entitled to terminate the Agreement without liability
to
you and we shall further be entitled to covert the Shares into ordinary
shares in TBL;
|
Please
confirm that you are agreeable to
the matters set out in (1) to (3) [both inclusive] above. If you are so
agreeable, please sign at the relevant places below and return to us
thereafter. Please note that our extension of the Completion Date is
subject to your agreement of the above and our receiving from you the duly
signed acknowledgement hereof.
Yours
faithfully,
ODEON
LIMITED
Xxx
Xxx Xxxxx Xxx
We,
India
Globalization Capital,
Inc. and Techni Xxxxxxxx Limited
hereby confirm our agreement to the matters set out in this
letter.
_______________________________________
Ram
Xxxxxxx
CEO
_______________________________________
Techni
Xxxxxxxx Limited
Jortin
Antony
Managing
Director
