0001185185-14-000855 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 3rd, 2014 • India Globalization Capital, Inc. • Metal mining • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 2, 2014, by and among INDIA GLOBALIZATION CAPITAL, INC., a Maryland corporation, with headquarters located at 4336 Montgomery Avenue, Bethesda, Maryland 20814 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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December 17, 2013 CONFIDENTIAL Ram Mukunda Founder & Chief Executive Officer India Globalization Capital, Inc. Bethesda, Maryland 20814 Dear Ram:
Placement Agent Agreement • April 3rd, 2014 • India Globalization Capital, Inc. • Metal mining • New York

This letter (the “Agreement”) confirms Midtown Partners & Co., LLC (“Midtown”) engagement as non-exclusive placement agent for India Globalization Capital, Inc. (the “Company”), in connection with the proposed placement (the “Offering”) of up to $3 million of the Company’s securities (the “Securities”). It is anticipated that the Securities will be sold only to “accredited investors” (the “Investors”), as such term is defined in Rule 501(a) of Regulation D, promulgated under the United States Securities Act of 1933, as amended, pursuant to an exemption from registration under Rule 506 of Regulation D.

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