0001185185-07-000691 Sample Contracts

FORM REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 27th, 2007 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ___ day of _____________ 200__, by and among: India Globalization Capital, Inc., a Maryland corporation (the "Company"); and the undersigned parties listed under Investors on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 27th, 2007 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors • Maryland

THIS NOTE PURCHASE AGREEMENT (the “Agreement”), effective as of December 24, 2007, is by and among INDIA GLOBALIZATION CAPITAL, INC., a Maryland corporation (the “Company”), and each of the other parties who is a signatory hereto (each a “Lender” and, collectively “Lenders”).

PLEDGE AGREEMENT
Pledge Agreement • December 27th, 2007 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors • Maryland

THIS PLEDGE AGREEMENT (this “Agreement”), effective as of December 24, 2007, is by and among INDIA GLOBALIZATION CAPITAL, INC., a Maryland corporation (“Pledgor”), and each of the other parties that is a signatory hereto (each a “Secured Party” and, collectively the “Secured Parties”).

AMENDMENT TO THE SHARE SUBSCRIPTION AGREEMENT DATED 16TH DAY OF SEPTEMBER, 2007
Share Subscription Agreement • December 27th, 2007 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors

THIS Amendment to the Share Subscription Agreement dated 16th September 2007 (hereinafter referred to as “Amendment Agreement”) is entered on this 21st day of December, 2007;

Letter Agreement
Registration Rights Agreement • December 27th, 2007 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors
Letter Agreement
Registration Rights Agreement • December 27th, 2007 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors
AMENDMENT TO THE SHARE SUBSCRIPTION CUM PURCHASE AGREEMENT DATED 15TH DAY OF SEPTEMBER, 2007
Share Subscription Cum Purchase Agreement • December 27th, 2007 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors

THIS Amendment to the Share Subscription cum Purchase Agreement dated 15th September, 2007 (hereinafter referred to as “Agreement”) is entered on this 19th day of December, 2007 at Mumbai

Contract
Promissory Note • December 27th, 2007 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors • Maryland

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF IN VIOLATION OF APPLICABLE SECURITIES LAWS, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

December 24, 2007
Issuance of Common Stock Agreement • December 27th, 2007 • India Globalization Capital, Inc. • Heavy construction other than bldg const - contractors
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