ex4-1.htm


    
      Exhibit
        4.1

       

      WARRANT
        CLARIFICATION AGREEMENT

    

    
      


    

    
      This
        Warrant Clarification Agreement
        (this ‘‘Agreement’’), dated January 4, 2008, is to the Warrant Agreement, dated
        as of March 3, 2006 (the
‘‘Warrant
        Agreement’’), by and
        between India Globalization Capital, Inc., a Delawarecorporation
        (‘‘Company’’), and
        Continental Stock Transfer & Trust Company, a New Yorkcorporation
        (‘‘Warrant Agent’’).

    

    
      


    

    
      WHEREAS,
        Section 3.3.2 of the Warrant Agreement
        provides that Company shall not be obligated to deliver any securities pursuant
        to the exercise of a warrant unless a registration statement under the
        Securities Act of 1933, as amended (‘‘Securities Act’’), with respect to the
        common stock is effective.

    

    
      


    

    
      WHEREAS,
        in furtherance of the foregoing, the
        Company’s final prospectus, dated March 3, 2006, indicated (i) that no warrant
        would be exercisable unless at the time of exercise a prospectus relating
        to the
        common stock issuable upon exercise of the warrant is current and the common
        stock has been registered under the Securities Act or qualified or deemed
        to be
        exempt under the securities laws of the state of residence of the holder
        of the
        warrant and (ii) that the warrant may be deprived of any value and the market
        for the warrant may be limited if the prospectus relating to the common stock
        issuable upon the exercise of the warrant is not current or if the common
        stock
        is not qualified or exempt from qualification in the jurisdictions in which
        the
        holder of the warrant resides.

    

    
      


    

    
      WHEREAS,
        as a result of certain questions that
        have arisen regarding the accounting treatment applicable to the warrants,
        the
        parties hereto deem it necessary and desirable to amend the Warrant Agreement
        to
        clarify that the registered holders do not have the right to receive a net-cash
        settlement in the event the Company does not maintain a current prospectus
        relating to the common stock issuable upon exercise of the warrants at the
        time
        such warrants are exercisable.

    

    
      


    

    
      NOW,
        THEREFORE, in consideration
        of the mutual
        agreements contained herein and other good and valuable consideration, the
        receipt and sufficiency of which are hereby acknowledged, and intending to
        be
        legally bound hereby, the parties hereto agree to amend the Warrant Agreement
        as
        set forth herein.

    

    
      


    

    
      1.    Warrant
        Agreement. The Warrant
        Agreement is hereby clarified by adding the following sentences at the end
        of
        Section 3.3.2:

    

    
      


    

    
      ‘‘In
        no event shall the Company
        be obligated to settle any Warrant, in whole or in part, for cash.
        Notwithstanding any language to the contrary herein, any and all Warrants
        can
        expire unexercised or unredeemed.

    

    
      


    

    
      2.    Miscellaneous.

    

    
      


    

    
      (a)    Governing
        Law. The validity,
        interpretation, and performance of this Agreement and of the Warrants shall
        be
        governed in all respects by the laws of the State of Maryland,
        without giving effect to conflicts of
        law principles that would result in the application of the substantive laws
        of
        another jurisdiction. The Company hereby agrees that any action, proceeding
        or
        claim against it arising out of or relating in any way to this Agreement
        shall
        be brought and enforced in the courts of the State of Maryland or the United
        States District Court for the District of Maryland, and irrevocably submits
        to
        such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
        waives any objection to such exclusive jurisdiction and that such courts
        represent an inconvenient forum. Any such process or summons to be served
        upon
        the Company may be served by transmitting a copy thereof by registered or
        certified mail, return receipt requested, postage prepaid, addressed to it
        at
        the address set forth in Section 9.2 of the Warrant Agreement. Such mailing
        shall be deemed personal service and shall be legal and binding upon the
        Company
        in any action, proceeding or claim.

    

    
      


    

    
      (b)    Binding
        Effect. This Agreement
        shall be binding upon and inure to the benefit of the parties hereto and
        to
        their respective heirs, legal representatives, successors and assigns.

    

    
      


    

    
      (c)    Entire
        Agreement. This Agreement
        sets forth the entire agreement and understanding between the parties as
        to the
        subject matter thereof and merges and supersedes all prior discussions,
        agreements and understandings of any and every nature among them. Except
        as set
        forth in this Agreement,
        provisions of the Warrant
        Agreement which are not inconsistent with this Agreement shall remain in
        full
        force and effect. This Agreement may be executed in counterparts.

    

    
      


    

    
      (d)    Severability.
        This Agreement shall be deemed
        severable, and the invalidity or unenforceability of any term or provision
        hereof shall not affect the validity or enforceability of this Agreement
        or of
        any other term or provision hereof. Furthermore, in lieu of any such invalid
        or
        unenforceable term or provision, the parties hereto intend that there shall
        be
        added as part of this Agreement a provision as similar in terms to such invalid
        or unenforceable provision as may be possible and be valid and
        enforceable.

    

    


    


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      IN
        WITNESS WHEREOF, the parties hereto
        have executed this Warrant Clarification Agreement as of the date first written
        above.

    

    
      


    

    
      


    

    
      INDIA
        GLOBALIZATION CAPITAL, INC.

    

    
      


    

    
      


    

    
      By:  /s/Ram
        Mukunda__________________

    

    
              Name:
        Ram Mukunda

    

    
                Title: President

    

    
      


    

    
      


    

    
      


    

    
      CONTINENTAL
        STOCK TRANSFER & TRUST COMPANY

    

    
      


    

    
      


    

    
      By:  /s/Steven
        Nelson__________________

    

    
              Name:
        Steven Nelson

    

    
                Title: Chairman