December 24, 2007
EXHIBIT
10.7
EXECUTION
VERSION
December
24, 2007
0000
Xxxxxxxxxx Xxx.
Bethesda,
Maryland 20814
Re: Issuance
of India Globalization Capital, Inc. Common Stock
Dear
Sir:
This
letter agreement (this “Agreement”) confirms the agreement between India
Globalization Capital, Inc. (the “Company”) and the undersigned relating to
certain restrictions on transfer of shares of the Company’s common stock (the
“Common Stock”) to be issued to the undersigned pursuant to the Note Purchase
Agreement dated as of even date hereto. Certain capitalized terms
used herein are defined in the Note Purchase Agreement.
The
Company intends to raise funds in a private placement of promissory notes (the
“Notes”) and shares of Common Stock. Further, the Company intends to
issue 446,226 shares of Common Stock (the “Shares”) to the undersigned upon the
terms and conditions of the Note Purchase Agreement and in consideration of
the
undersigned’s guaranty of the Notes. As a condition thereto, the
undersigned has agreed to the terms set forth herein and recognizes that the
private placement is of benefit to the undersigned and will benefit the
Company. The undersigned acknowledges further that investors in the
private placement of the Notes are relying on the representations and agreements
of the undersigned contained in this Agreement in purchasing the Notes in the
private placement.
In
consideration of the foregoing, the
undersigned hereby agrees that he will not, without the prior written consent
of
the Company (which consent may be withheld in its sole discretion), directly
or
indirectly, sell, offer for sale, contract or grant any option to sell, pledge
or transfer the Shares, for a period commencing on the date of the issuance
of
the Shares in accordance with the Note Purchase Agreement and continuing for
nine months following the consummation of a Business Combination (the “Lock-Up
Period”).
Notwithstanding
the foregoing, during the Lock-Up Period, the undersigned may, without the
prior
written consent of the Company, transfer the Shares (i) as a bona fide gift
or
gifts, provided that before such transfer the donee or donees agree in writing
to be bound by the restrictions set forth herein, (ii) to any trust for the
direct or indirect benefit of the undersigned or immediate family of the
undersigned, provided that before such transfer the trustee of the trust agrees
in writing to be bound by the restrictions set forth herein, or (iii) if such
transfer occurs by operation of law, such as rules of descent and distribution,
statutes governing the effects of a merger or a qualified domestic order,
provided that before such transfer the transferee agrees in writing to be bound
by the restrictions set forth herein. For purposes of this agreement, “immediate
family” shall mean any relationship by blood, marriage or adoption, but not more
remote than a first cousin.
The
provisions of this Agreement shall apply, to the full extent set forth herein
with respect to the Shares, to any and all shares of capital stock or equity
securities of the Company which may be issued by reason of any stock dividend,
stock split, reverse stock split, combination, recapitalization,
reclassification or otherwise.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Maryland as applied to contracts to be performed in
Maryland. This Agreement is irrevocable and will be binding on the
undersigned and the respective successors, heirs, personal representatives,
and
assigns of the undersigned.
Sincerely,
Ranga
Krishna
Acknowledged,
Agreed, and
Accepted:
By:____________________________
Ram
Xxxxxxx
President
and Chief Executive Officer
