INDIA GLOBALIZATION CAPITAL, INC.
Share Redistribution Agreement
Effective March 7, 2008
Reference is made to the proposed acquisition by India Globalization
Capital, Inc. ("IGC") of a majority equity interest in each of Sricon
Infrastructure Private Limited and Techni Xxxxxxxx Limited (collectively, the
"Acquisition").
Reference is also made to that certain Escrow Agreement dated as of March
2, 2006 by and between Continental Stock Transfer & Trust Company, as escrow
agent (the "Escrow Agent") and each of Ram Xxxxxxx ("Xxxxxxx"), Xxxx Xxxxxx
("Xxxxxx"), Ranga Krishna ("Krishna"), Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx
Xxxxxxx, Xxxxxx Xxxxx, Xx. Xxxxxxxxx Xxxxxxx, Xx. Xxxx X. Xxxxx, Xxxxx Xxxxxxxx
and X.X. Xxxxxxxx (collectively, the "Initial Shareholders"), pursuant to which
the Initial Shareholders deposited certificates evidencing an aggregate of
2,500,000 shares of IGC's common stock (the "Escrow Stock") with the Escrow
Agent, to be held in escrow for a period of six (6) months following the closing
of the Acquisition (the "Escrow Term") and, thereafter, distributed to the
Initial Shareholders as their respective interests may lie. Xxxxxx, Xxxxx Xxxxx,
Incorporated ("FBW") shall, within ten business days of the execution of this
agreement deposit 521,917 additional shares with the Escrow Agent in escrow,
subject to the same terms and conditions as if they were parties to the Escrow
Agreement as an Initial Shareholder such that the total shares of IGC's common
stock on deposit with the Escrow Agent and owned by Mukunda, Cherin, Krishna and
FBW in the aggregate shall be at least 2,084,175.
In order to induce the person executing this agreement as a purchaser
below (a "Purchaser") to purchase that number of ICG's currently outstanding
shares of common stock set forth below such Purchaser's name below and,
thereafter, to use its reasonable efforts to assist brokers in causing such
shares to be voted in favor of the Acquisition, Mukunda, Cherin, Krishna and FBW
hereby covenant and agree that, upon the first day after the expiration of the
Escrow Term and prior to the Escrow Agent's distribution of the Escrow Stock to
the Initial Shareholders and FBW, they shall direct the Escrow Agent to
reregister in the name of the Purchaser such number of shares of the Escrow
Stock (the "Purchaser Shares") as shall equal one hundred percent (100%) of the
shares so purchased by the Purchaser from a pool of no greater than 2,237,052
shares of the Escrow Stock (collectively, the "Purchasers' Escrow Stock"). Each
of Mukunda, Cherin, Krishna and FBW shall transfer to the Purchaser that
percentage of the Purchaser Shares set forth next their name on Schedule 1
attached hereto and incorporated by reference herewith. Concurrently therewith,
Xxxxxxx, Xxxxxx and Krishna shall assign to the Purchaser the Initial
Shareholders' contractual rights to cause that portion of the Purchasers' Escrow
Stock transferred by Xxxxxxx and Krishna to be registered for resale under the
Securities Act of 1933, as amended, following the expiration of the Escrow Term.
The Purchaser hereby covenants and agrees that the certificates that shall
evidence the Purchasers' Escrow Stock shall be held by the Escrow Agent, in
escrow, subject to the same terms and conditions as if the Purchaser was a party
to the Escrow Agreement as an Initial Shareholder.
PURCHASER:
/s/ Ram Xxxxxxx 1,000,000 purchased shares, plus
-------------------------- 100% more Purchaser's Escrow Stock
Ram Xxxxxxx 1,000,000 shares
--------------------------------------
/s/ Xxxx Xxxxxx
--------------------------
Xxxx Xxxxxx Name of signatory: Xxxxxx Xxxxxxxx
---------------
Title, if any: President
Name of Purchaser: Xxxxxxxx Capital, LLC
---------------------
/s/ Ranga Krishna
--------------------------
Ranga Xxxxxxx
XXXXXX, XXXXX XXXXX, INC.
By: /s/ Xxxxx X. Xxxx
------------------------
Name: Xxxxx X. Xxxx
------------------------
Title: Vice President
------------------------
ACKNOWLEDGED:
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY, as Escrow Agent
By: /s/ Xxxxxx Xxxxxx
------------------------
Name: Xxxxxx Xxxxxx
------------------------
Title: President
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