ex10-1.htm


    Exhibit
      10.1

    


    SECOND
      AMENDMENT TO THE SHARE SUBSCRIPTION CUM PURCHASE AGREEMENT DATED 15TH DAY OF
      SEPTEMBER, 2007

    


    THIS
      Amendment to the Share
      Subscription cum Purchase Agreement dated 15th
      September, 2007 (hereinafter referred to as “Agreement”) is entered on
      this [ ] day of January, 2008 at Mumbai

    


    BY
      AND AMONG

    


    INDIA
      GLOBALIZATION
      CAPITAL, INC. a company
      organized under the laws of the State of Maryland and
      having its office address at 4336
      Montgomery Avenue Bethesda, MD 20814, acting
      directly or indirectly through
      one or more of its newly formed non US Affiliates, alongwith such newly formed
      non-US Affiliates (hereinafter collectively referred to as “Investor”,
      which expression shall, unless it be
      repugnant to the context or meaning thereof, be deemed to mean and include
      its
      successors and assigns) of the FIRST PART;

    


    AND

    


    SRICON
      INFRASTRUCTURE PRIVATE
      LIMITED, a company incorporated under the Indian Companies Act, 1956,
      having its registered office at Sricon House 25, Pragati Layout, Rajeev Nagar,
      Nagpur, India (hereinafter referred to as "Company" which expression
      shall, unless repugnant to the context or meaning thereof, be deemed to mean
      and
      include its successors) of the SECOND PART;

    


    AND

    


    THE
      PERSONS whose names and
      addresses are set out in Schedule 1 hereto (hereinafter
      referred to as "Promoters", which expression
      shall, unless repugnant to the context or meaning thereof, be deemed to mean
      and
      include their heirs, legal representatives, executors, and administrators)
      of
      the THIRDPART.

    


    (The
      Investor, the Promoters and the Company may hereinafter be referred to
      individually as “Party”
      and collectively as “Parties”, as the context may
      require).

    


    WHEREAS

    


    
      	
              A.

            	
              The
                Parties entered into a Share Subscription cum Purchase Agreement
                on the
                15th
                day of September, 2007 (the “SSA”), setting out the terms and conditions
                subject to which the Investor would subscribe to the Subscription
                Shares;
                

            


    

    


    
      	
              B.

            	
              Clause
                3 of the SSA sets out the conditions to be satisfied by the Parties
                prior
                to the Investor subscribing to the Subscription Shares. Some of the
                conditions to be satisfied by the Parties are as under: (i) completion
                of
                a business, financial, accounting, tax, technical, legal and regulatory
                due diligence on the Company by the Investor and resolution of all
                issues
                arising therefrom to the satisfaction of the Investor on or before
                45
                Business Days from the date of this Agreement, (ii) resolution being
                passed at a duly constituted meeting of the board of directors of
                Investor
                and a resolution being passed at duly constituted meeting of the
                shareholders of the Investor, approving the subscription to the
                Subscription Shares and the satisfaction of all other conditions
                for the
                Investor to effect a Business Combination as set forth in the Investor's
                Prospectus dated March 3, 2006 as filed with the US Securities and
                Exchange Commission, (iii) the Promoters obtaining written consents
                from
                all banks, financial institutions, lenders of the Company and all
                other
                third parties as may be required for change in shareholding of the
                Company
                in form and substance satisfactory to the Investor, (iv) each of
                the
                Promoters delivering to the Investor a no-objection certificate in
                the
                form contained in Schedule 4 to the SSA and a no-objection certificate
                from the Company in the form contained in Schedule 4A to the SSA;
                

            


    

    


    
      	
              C.

            	
              The
                Parties subsequently entered into an Amendment Agreement on December
                19,
                2007, (“First Amendment Agreement”) amending the terms of the SSA and
                agreeing to subscribe to a portion of the Subscription Shares;
                

            


    

    


    
      	
              D.

            	
              The
                Company is in need of urgent funds and pending satisfaction of the
                conditions precedent set out in Clause 3 of the SSA, has requested
                the
                Investor to infuse further funds towards subscription to a portion
                of the
                Subscription Shares; 

            


    

    


    
      	
              E.

            	
              The
                Investor has agreed to subscribe to a portion of the Subscription
                Shares
                in the Company subject to the terms and conditions set out in this
                Agreement. 

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOW,
      THEREFORE, IN CONSIDERATION OF THE
      MUTUAL PROMISES COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES AGREE
      AS
      FOLLOWS:

    


    
       
        1.           All
        expressions used in this Agreement
        but not defined, and defined
        in the SSAor the First Amendment
        Agreement, shall have the same
        meaning
        ascribed to it in the SSA or
        First Amendment Agreement, as the
        case may be.

    

    


    
      	
              2.  

            	
              SUBSCRIPTION
                TO PORTION OF
                SUBSCRIPTION SHARES

            


    

    


    Subject
      to the terms of this Agreement and relying on the Representations and
      Warranties, covenants and indemnities given by the Promoters and the Company
      under the SSA and the First Amendment Agreement, the Investor agrees to
      subscribe from time to time, and the Company agrees to issue and allot to the
      Investor, Shares in the Company, at the Issue Price, provided that subject
      to
      Clause 3, the funds remitted from time to time, shall be funded as advance
      against Shares of the Company.

     

    
      	
              3.  

            	
              COMPLETION

            


    

    


    Unless
      otherwise directed by the Investor, the Parties shall proceed to complete the
      allotment of such portion of Subscription Shares to the Investor as subscribed
      by the Investor, at the Issue Price, simultaneously upon Completion under the
      Amendment Agreement and in the same manner set out in Clause 5 of the First
      Amendment Agreement.

    


    
      	
              4.  

            	
              VALIDITY
                OF SSA

            


    

    


    
      	
               

            	
              4.1

            	
              Except
                to the extent specifically modified by this Amendment Agreement,
                all the
                terms of the SSA and the First Amendment Agreement shall survive
                and
                continue to remain valid and binding on the Parties. Reference in
                the
                First Amendment Agreement to ‘Portion of Subscription Shares’ shall, where
                appropriate, be deemed to mean reference to the ‘Portion of Subscription
                Shares’ as increased by the portion of Subscription Shares agreed to be
                subscribed under this Agreement from time to time and reference to
                ‘Portion of Subscription Price’ shall, where appropriate, be deemed to
                mean reference to ‘Portion of Subscription Price’ as increased by the
                funds remitted by the Investor towards subscription to Shares at
                the Issue
                Price under this Agreement, from time to time. It is clarified for
                the
                avoidance of doubt that the obligation to fund under this Agreement
                or the
                First Amendment Agreement or the SSA shall not extend to the amounts
                already funded by the Investor. 

            


    

    


    
      	
               

            	
              4.2

            	
              Reference
                in the SSA to subscription to Investor Shares or Subscription Shares
                respectively, wherever they appear, shall be deemed to mean subscription
                to Investor Shares or Subscription Shares as respectively reduced
                by the
                Portion of Subscription Shares (as adjusted in 4.1 herein) and reference
                to payment of Investor Price or Subscription Price, respectively,
                wherever
                they appear in the SSA, shall be deemed to mean payment of Investor
                Price
                or Subscription Price as respectively reduced by the Portion of
                Subscription Price (as adjusted in 4.1 herein).


            


    

    


    
      	
               

            	
              4.3

            	
              This
                Amendment Agreement shall become effective upon the execution and
                delivery
                of this Amendment Agreement by the Investor, the Promoters and the
                Company. 

            


    

    


    
      	
               

            	
              4.4

            	
              Except
                as expressly set forth in this Amendment Agreement, all agreements,
                covenants, undertakings, provisions, stipulations, and promises contained
                in the SSA and the First Amendment Agreement are hereby ratified,
                readopted, approved, and confirmed and shall remain in full force
                and
                effect. 

            


    

    


    
      	
              5.  

            	
              RESOLUTION
                OF DISPUTES

            


    

    


    
      	
               

            	
              (a)

            	
              Amicable
                Settlement: If any dispute arises between Investor and/or the Promoters
                and/or Company during the subsistence of this Agreement or thereafter,
                in
                connection with the validity, interpretation, implementation or alleged
                breach of any provision of this Agreement or regarding a question,
                including the question as to whether the termination of this Agreement
                by
                one Party hereto has been legitimate (“Dispute”), the disputing Parties
                hereto shall endeavour to settle such Dispute amicably. The attempt
                to
                bring about an amicable settlement shall be considered to have failed
                if
                not resolved within 60 days from the date of the Dispute.
                

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               

            	
              (b)

            	
              Conciliation:
                If the Parties are unable to amicably settle the Dispute in accordance
                with Clause 5(a) within the period specified therein, the Parties
                shall
                forthwith but not later than 30 days after expiry of the aforesaid
                period,
                refer the Dispute to Mr. Ram Mukunda and Mr. R.L. Srivastava for
                resolution of the said Dispute. The attempt to bring about such resolution
                shall be considered to have failed if not resolved within 30 days
                from the
                date of receipt of a written notification in this regard.
                

            


    

    


    
      	
               

            	
              (c)

            	
              Arbitration:
                If the Parties are unable to amicably settle the Dispute in accordance
                with Clause 5(b) within the period specified therein, any Party to
                the
                Dispute shall be entitled to serve a notice invoking this Clause
                and
                making a reference to an arbitration panel of three arbitrators.
                Each
                party to the dispute shall appoint one arbitrator within 30 days
                of
                receipt of the notice of the Party making the reference, and the
                two
                arbitrators, so appointed shall appoint a third arbitrator. The
                Arbitration proceedings shall be held in accordance with the Arbitration
                and Conciliation Act, 1996. The decision of the arbitration panel
                shall be
                binding on all the Parties to the Dispute.


            


    

    


    
      	
               

            	
              (d)

            	
              The
                place of the arbitration shall be Mumbai, India.
                

            


    

    


    
      	
               

            	
              (e)

            	
              The
                arbitration proceedings shall be governed by the laws of India.
                

            


    

    


    
      	
               

            	
              (f)

            	
              The
                proceedings of arbitration shall be in the English language.
                

            


    

    


    
      	
               

            	
              (g)

            	
              The
                Arbitrator’s award shall be substantiated in writing. The court of
                arbitration shall also decide on the costs of the arbitration proceedings.
                The cost of arbitration shall be borne by the Company.
                

            


    

    


    
      	
               

            	
              (h)

            	
              The
                award shall be binding on the Parties subject to the Applicable Laws
                in
                force and the award shall be enforceable in any competent court of
                law.
                

            


    

    


    
      	
               

            	
              (i)

            	
              The
                Mumbai court (including any appellant court) in India shall have
                exclusive
                jurisdiction. 

            


    

     

    
      	
              6.  

            	
              MISCELLANEOUS

            


    

    


    
      	
               

            	
              (a)

            	
              No
                Implied Waiver 

            


    

    


    Subject
      to the terms of this Agreement, the execution, delivery and performance of
      this
      Agreement shall not, except as expressly provided herein, constitute a waiver
      or
      modification of any provision of, or operate as a waiver of any right, power
      or
      remedy of the Parties under the SSA or First Amendment Agreement or prejudice
      any right or remedy that either Party may have or may have in the future under
      or in connection with the SSA or First Amendment Agreement or any instrument
      or
      agreement referred to therein. The Parties hereto acknowledge and agree that
      the
      Representations and Warranties of the Parties contained in the SSA and in the
      First Amendment Agreement, the clauses on, including but not limited to
      indemnity and confidentiality shall survive the execution and delivery of this
      Agreement and the effectiveness hereof.

    


    
      	
               

            	
              (b)

            	
              Governing
                law 

            


    

    


    This
      Agreement shall be governed and construed in accordance with the laws of
      India.

    
      	
               

            	
              
              

            


    

    
      	
               

            	
              (c)

            	
              Costs
                

            


    

    


    Each
      Party shall bear its own expenses incurred in preparing this
      Agreement.  The Company shall pay the stamp duty and other costs in
      respect of this Agreement and the issue and allotment of the Portion of
      Subscription Shares to the Investor.

    


    
      	
               

            	
              (d)

            	
              Execution
                in Counterparts 

            


    

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which, taken together, shall constitute one and
      the same instrument.

    


    
      	
               

            	
              (e)

            	
              Assignment
                

            


    

    


    This
      Agreement and the rights and liabilities hereunder shall bind and inure to
      the
      benefit of the respective successors of the Parties hereto, but no Party shall
      assign or transfer any of its rights and liabilities hereunder to any other
      Person without the prior written consent of the other Parties, which will not
      be
      unreasonably withheld. Notwithstanding anything stated above, the Investor
      shall
      be entitled to assign its rights and obligations hereunder, including its rights
      over the pledge of Promoter Shares, to any of its Affiliates or its holding
      company or ultimate parent company or their Affiliates, without the consent
      of
      the other Parties.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF THE PARTIES TO THIS AGREEMENT HAVE SET AND SCRIBED THEIR HANDS
      AT MUMBAI, ON THE DAY MONTH AND YEAR FIRST NOTED ABOVE, IN PRESENCE OF:

    


    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "INVESTOR
                "

            	
              )

            
	
              INDIA
                GLOBALIZATION CAPITAL,
                INC.

            	
              )

            
	 	
              )

            
	 	 
	
              ON
                THE  [●] DAY OF [ ]
                2008

            	
              )

            


    

    


    
      	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "COMPANY"

            	
              )

            
	
              BY
                THE HAND OF Mr.

            	
              )

            
	
              (AUTHORISED
                SIGNATORY) PURSUANT TO
                THE

            	
              )

            
	
              RESOLUTION
                PASSED BY THE
                BOARD

            	
              )

            
	
              ON
                THE  [●] DAY OF [ ]
                2008

            	
              )

            
	 	 
	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "Promoters"

            	
              )

            
	 	
              )

            
	 	
              )

            
	 	 
	 	 
	
              ON
                THE [●] DAY OF [ ] 2008

            	
              )

            
	 	 
	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND ADDRESS:

            	
              )

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      1

     

    NAME
      AND DETAILS OF
      PROMOTERS

     

    


    
      
        	
                Name
                  of
                  Shareholder

              	 	
                Number
                  of
                  Shares

              	 	 	
                %
                  shareholding on a Fully Diluted
                  Basis

              
	
                Ravindra
                  Lal Srivastava

              	 	 	1579711	 	 	 	53.88
	
                Indravati
                  Devi Srivastava

              	 	 	1152640	 	 	 	39.31
	
                Sankata
                  Prasad Srivastava

              	 	 	96640	 	 	 	3.30
	
                Bihari
                  Lal Srivastava

              	 	 	16000	 	 	 	0.55
	
                Ramdulare
                  Lal Srivastava

              	 	 	55168	 	 	 	1.88
	
                Ramdulari
                  Devi Srivastava

              	 	 	32000	 	 	 	1.09
	
                Total

              	 	 	2932159	 	 	 	100