exv4w3



 






EXHIBIT 4.3




NUMBER




________-IGC WARRANTS




(SEE REVERSE SIDE FOR LEGEND)




(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.




EASTERN TIME, __________, 2010




INDIA GLOBALIZATION CAPITAL, INC.




CUSIP

WARRANT



THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring                     , 2010 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
par value $.0001 per share (“Shares”), of India Globalization Capital, Inc., a Maryland corporation
(the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the
holder thereof to purchase from the Company, commencing on the later of (i) the Company’s
completion of a merger, capital stock exchange, asset acquisition or other similar business
combination and (ii)                                         , 2006, such number of Shares of the Company at the price of
$5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the
office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to
be made by check made payable to the Warrant Agent), but only subject to the conditions set forth
herein and in the Warrant Agreement between the Company and [Continental Stock Transfer & Trust
Company]. The Warrant Agreement provides that upon the occurrence of certain events the Warrant
Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may,
subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant
is exercised.



No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant
would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company
shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued
to such holder.



Upon any exercise of the Warrant for less than the total number of full Shares provided for herein,
there shall be issued to the registered holder hereof or his assignee a new Warrant Certificate
covering the number of Shares for which the Warrant has not been exercised.



Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.




 









 




Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of
this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.



This Warrant does not entitle the registered holder to any of the rights of a stockholder of the
Company.



The Company reserves the right to call the Warrant at any time prior to its exercise, with a
notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such
call at any time after the Warrant becomes exercisable if the last sale price of the Shares has
been at least $8.50 per share on each of 20 trading days within any 30 trading day period ending on
the third business day prior to the date on which notice of such call is given. The call price of
the Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of call shall be canceled on the books of
the Company and have no further value except for the $.01 call price.




	 	 	 
	 
	 	 
	CHAIRMAN

	 	SECRETARY






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SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants



The undersigned Registered Holder irrevocably elects to exercise                                          Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in
the name of




(PLEASE TYPE OR PRINT NAME AND ADDRESS)




(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)





		
	and be delivered to 	 




(PLEASE PRINT OR TYPE NAME AND ADDRESS)



and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:





		
	Dated: 	 




(SIGNATURE)




(ADDRESS)




(TAX IDENTIFICATION NUMBER)




ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants



For Value Received,                                                              hereby sell, assign, and transfer unto




(PLEASE TYPE OR PRINT NAME AND ADDRESS)




(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)





		
	and be delivered to 	 




(PLEASE PRINT OR TYPE NAME AND ADDRESS)



                                         of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint                                                         Attorney to transfer this
Warrant Certificate on the books of the Company, with full power of substitution in the premises.





		
	Dated: 	 




(SIGNATURE)




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THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.





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