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EXHIBIT 10.7




REGISTRATION RIGHTS AGREEMENT




THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of ___,
2005, by and among: India Globalization Capital, Inc., a Maryland corporation (the “Company”); and
the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and
collectively, the “Investors”).



WHEREAS, the Investors currently hold all of the issued and outstanding securities of the Company;




WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors
with certain rights relating to the registration of shares of Common Stock held by them;



NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



1. DEFINITIONS. The following capitalized terms used herein have the following meanings:



“AGREEMENT” means this Agreement, as amended, restated, supplemented, or otherwise modified from
time to time.



“COMMISSION” means the Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.



“COMMON STOCK” means the common stock, par value $0.0001 per share, of the Company.



“COMPANY” is defined in the preamble to this Agreement.



“DEMAND REGISTRATION” is defined in Section 2.1.1.



“DEMANDING HOLDER” is defined in Section 2.1.1.



“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder, all as the same shall be in effect at the time.



“FORM S-3” is defined in Section 2.3.



“INDEMNIFIED PARTY” is defined in Section 4.3.



“INDEMNIFYING PARTY” is defined in Section 4.3.



“INVESTOR” is defined in the preamble to this Agreement.



“INVESTOR INDEMNIFIED PARTY” is defined in Section 4.1.



“MAXIMUM NUMBER OF SHARES” is defined in Section 2.1.4.



 









 





“NOTICES” is defined in Section 6.3.



“PIGGY-BACK REGISTRATION” is defined in Section 2.2.1.



“REGISTER,” “REGISTERED” and “REGISTRATION” mean a registration effected by preparing and filing a
registration statement or similar document in compliance with the requirements of the Securities
Act, and the applicable rules and regulations promulgated thereunder, and such registration
statement becoming effective.



“REGISTRABLE SECURITIES” mean all of the shares of Common Stock owned or held by Investors.
Registrable Securities include any warrants, shares of capital stock or other securities of the
Company issued as a dividend or other distribution with respect to or in exchange for or in
replacement of such shares of Common Stock. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect
to the sale of such securities shall have become effective under the Securities Act and such
securities shall have been sold, transferred, disposed of or exchanged in accordance with such
Registration Statement; (b) such securities shall have been otherwise transferred, new certificates
for them not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of them shall not require registration under the Securities Act;
(c) such securities shall have ceased to be outstanding, or (d) the Securities and Exchange
Commission makes a definitive determination to the Company that the Registrable Securities are
salable under Rule 144(k).



“REGISTRATION STATEMENT” means a registration statement filed by the Company with the Commission in
compliance with the Securities Act and the rules and regulations promulgated thereunder for a
public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form
S-8, or their successors, or any registration statement covering only securities proposed to be
issued in exchange for securities or assets of another entity).



“RELEASE DATE” means the date on which shares of Common Stock are disbursed from escrow pursuant to
Section 3 of that certain Stock Escrow Agreement dated as of ___, 2005 by and among the
parties hereto and Continental Stock Transfer & Trust Company.



“SECURITIES ACT” means the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect at the time.



“UNDERWRITER” means a securities dealer who purchases any Registrable Securities as principal in an
underwritten offering and not as part of such dealer’s market-making activities.



2. REGISTRATION RIGHTS.



2.1 DEMAND REGISTRATION.



2.1.1 REQUEST FOR REGISTRATION. At any time and from time to time on or after the Release Date, the
holders of a majority-in-interest of the Registrable Securities held by the Investors or the
transferees of the Investors, may make a written demand for registration under



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the Securities Act of all or part of their Registrable Securities (a “DEMAND REGISTRATION”). Any
demand for a Demand Registration shall specify the number of shares of Registrable Securities
proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all
holders of Registrable Securities of the demand, and each holder of Registrable Securities who
wishes to include all or a portion of such holder’s Registrable Securities in the Demand
Registration (each such holder including shares of Registrable Securities in such registration, a
“DEMANDING HOLDER”) shall so notify the Company within fifteen (15) days after the receipt by the
holder of the notice from the Company. Upon any such request, the Demanding Holders shall be
entitled to have their Registrable Securities included in the Demand Registration, subject to
Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to
effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect
of Registrable Securities.



2.1.2 EFFECTIVE REGISTRATION. A registration will not count as a Demand Registration until the
Registration Statement filed with the Commission with respect to such Demand Registration has been
declared effective and the Company has complied with all of its obligations under this Agreement
with respect thereto; PROVIDED, HOWEVER, that if, after such Registration Statement has been
declared effective, the offering of Registrable Securities pursuant to a Demand Registration is
interfered with by any stop order or injunction of the Commission or any other governmental agency
or court, the Registration Statement with respect to such Demand Registration will be deemed not to
have been declared effective, unless and until, (i) such stop order or injunction is removed,
rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders
thereafter elect to continue the offering; PROVIDED, FURTHER, that the Company shall not be
obligated to file a second Registration Statement until a Registration Statement that has been
filed is counted as a Demand Registration or is terminated.



2.1.3 UNDERWRITTEN OFFERING. If a majority-in-interest of the Demanding Holders so elect and such
holders so advise the Company as part of their written demand for a Demand Registration, the
offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include its Registrable
Securities in such registration shall be conditioned upon such holder’s participation in such
underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the
extent provided herein. All Demanding Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with the Underwriter or
Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the
Demand Registration.



2.1.4 REDUCTION OF OFFERING. Subject to the rights of the holders of securities issued or issuable
upon exercise of those certain Unit Purchase Options to be issued to Ferris, Baker Watts, Inc. or
its designees in connection with the Company’s initial public offering in ___2005, if the
managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering advises the Company and the Demanding Holders in writing that the dollar amount or number
of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with
all other shares of Common Stock or other securities which the Company desires to sell and the
shares of Common Stock, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other



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shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number
of shares that can be sold in such offering without adversely affecting the proposed offering
price, the timing, the distribution method, or the probability of success of such offering (such
maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”),
then the Company shall include in such registration: (i) first, the Registrable Securities as to
which Demand Registration has been requested by the Demanding Holders (PRO RATA in accordance with
the number of shares of Registrable Securities which such Demanding Holder has requested be
included in such registration, regardless of the number of shares of Registrable Securities held by
each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii)
second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (i), the shares of Common Stock or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares
of Common Stock for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons and that can be sold without exceeding the
Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not
been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that
other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.



2.1.5 WITHDRAWAL. If a majority-in-interest of the Demanding Holders disapprove of the terms of any
underwriting or are not entitled to include all of their Registrable Securities in any offering,
such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the Underwriter or Underwriters of their request to
withdraw prior to the effectiveness of the Registration Statement filed with the Commission with
respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws
from a proposed offering relating to a Demand Registration, then such registration shall not count
as a Demand Registration provided for in Section 2.1.1.



2.2 PIGGY-BACK REGISTRATION.



2.2.1 PIGGY-BACK RIGHTS. If at any time on or after the Release Date the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into, equity
securities, by the Company for its own account or for shareholders of the Company for their account
(or by the Company and by shareholders of the Company including, without limitation, pursuant to
Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock
option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the
Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give
written notice of such proposed filing to the holders of Registrable Securities as soon as
practicable but in no event less than ten (10) days before the anticipated filing date, which
notice shall describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing Underwriter or
Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in
such notice the opportunity to register the sale of such number of shares of



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Registrable Securities as such holders may request in writing within five (5) days following
receipt of such notice (a “PIGGY-BACK REGISTRATION”). The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration to be included on the same terms
and conditions as any similar securities of the Company and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back
Registration.



2.2.2 REDUCTION OF OFFERING. Subject to the rights of the holders of securities issued or issuable
upon exercise of those certain Unit Purchase Options to be issued to Ferris, Baker Watts, Inc. or
its designees in connection with the Company’s initial public offering in ___2005, if the
managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar
amount or number of shares of Common Stock which the Company desires to sell, taken together with
shares of Common Stock, if any, as to which registration has been demanded pursuant to written
contractual arrangements with persons other than the holders of Registrable Securities hereunder,
the Registrable Securities as to which registration has been requested under this Section 2.2, and
the shares of Common Stock, if any, as to which registration has been requested pursuant to the
written contractual piggy-back registration rights of other shareholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any such registration:



(i) If the registration is undertaken for the Company’s account: (A) first, the shares of Common
Stock or other securities that the Company desires to sell that can be sold without exceeding the
Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (A), the shares of Common Stock, if any, including the
Registrable Securities, as to which registration has been requested pursuant to written contractual
piggy-back registration rights of security holders (pro rata in accordance with the number of
shares of Common Stock which each such person has actually requested to be included in such
registration, regardless of the number of shares of Common Stock with respect to which such persons
have the right to request such inclusion) that can be sold without exceeding the Maximum Number of
Shares; and



(ii) If the registration is a “demand” registration undertaken at the demand of persons other than
the holders of Registrable Securities pursuant to written contractual arrangements with such
persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or
other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A) and (B), the Registrable Securities as to which
registration has been requested under this Section 2.2 (PRO RATA in accordance with the number of
shares of Registrable Securities held by each such holder); and



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(D) fourth, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration
has been requested pursuant to written contractual piggy-back registration rights which other
shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.



2.2.3 WITHDRAWAL. Any holder of Registrable Securities may elect to withdraw such holder’s request
for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to
the Company of such request to withdraw prior to the effectiveness of the Registration Statement.
The Company may also elect to withdraw a registration statement at any time prior to the
effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall
pay all expenses incurred by the holders of Registrable Securities in connection with such
Piggy-Back Registration as provided in Section 3.3.



2.3 REGISTRATIONS ON FORM S-3. The holders of Registrable Securities may at any time and from time
to time, request in writing that the Company register the resale of any or all of such Registrable
Securities on Form S-3 or any similar short-form registration which may be available at such time
(“FORM S-3”); PROVIDED, HOWEVER, that the Company shall not be obligated to effect such request
through an underwritten offering. Upon receipt of such written request, the Company will promptly
give written notice of the proposed registration to all other holders of Registrable Securities,
and, as soon as practicable thereafter, effect the registration of all or such portion of such
holder’s or holders’ Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other holder or holders joining in such request
as are specified in a written request given within fifteen (15) days after receipt of such written
notice from the Company; PROVIDED, HOWEVER, that the Company shall not be obligated to effect any
such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering;
or (ii) if the holders of the Registrable Securities, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to the public of less than
$500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand
Registrations effected pursuant to Section 2.1.



3. REGISTRATION PROCEDURES.



3.1 FILINGS; INFORMATION. Whenever the Company is required to effect the registration of any
Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the
registration and sale of such Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in connection with any such request:



3.1.1 FILING REGISTRATION STATEMENT. The Company shall, as expeditiously as possible and in any
event within sixty (60) days after receipt of a request for a Demand Registration pursuant to
Section 2.1, prepare and file with the Commission a Registration Statement on any form for which
the Company then qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of all Registrable Securities to be registered thereunder in
accordance with the intended method(s) of distribution thereof, and shall use its best efforts to
cause such Registration Statement to become and remain effective for the period required by Section
3.1.3; PROVIDED, HOWEVER, that the Company shall have the



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right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration
for such period as may be applicable to deferment of any demand registration to which such
Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a
certificate signed by the Chief Executive Officer of the Company stating that, in the good faith
judgment of the Board of Directors of the Company, it would be materially detrimental to the
Company and its shareholders for such Registration Statement to be effected at such time; PROVIDED
FURTHER, HOWEVER, that the Company shall not have the right to exercise the right set forth in the
immediately preceding proviso more than once in any 365-day period in respect of a Demand
Registration hereunder.



3.1.2 COPIES. The Company shall, prior to filing a Registration Statement or prospectus, or any
amendment or supplement thereto, furnish without charge to the holders of Registrable Securities
included in such registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
each case including all exhibits thereto and documents incorporated by reference therein), the
prospectus included in such Registration Statement (including each preliminary prospectus), and
such other documents as the holders of Registrable Securities included in such registration or
legal counsel for any such holders may request in order to facilitate the disposition of the
Registrable Securities owned by such holders.



3.1.3 AMENDMENTS AND SUPPLEMENTS. The Company shall prepare and file with the Commission such
amendments, including post-effective amendments, and supplements to such Registration Statement and
the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in
accordance with the intended method(s) of distribution set forth in such Registration Statement
(which period shall not exceed the sum of one hundred eighty (180) days plus any period during
which any such disposition is interfered with by any stop order or injunction of the Commission or
any governmental agency or court) or such securities have been withdrawn.



3.1.4 NOTIFICATION. After the filing of a Registration Statement, the Company shall promptly, and
in no event more than two (2) business days after such filing, notify the holders of Registrable
Securities included in such Registration Statement of such filing, and shall further notify such
holders promptly and confirm such advice in writing in all events within two (2) business days of
the occurrence of any of the following: (i) when such Registration Statement becomes effective;
(ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the
issuance or threatened issuance by the Commission of any stop order (and the Company shall take all
actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any
request by the Commission for any amendment or supplement to such Registration Statement or any
prospectus relating thereto or for additional information or of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such
prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to the holders of Registrable Securities included in such Registration
Statement any such supplement or amendment; except that before



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filing with the Commission a Registration Statement or prospectus or any amendment or supplement
thereto, including documents incorporated by reference, the Company shall furnish to the holders of
Registrable Securities included in such Registration Statement and to the legal counsel for any
such holders, copies of all such documents proposed to be filed sufficiently in advance of filing
to provide such holders and legal counsel with a reasonable opportunity to review such documents
and comment thereon, and the Company shall not file any Registration Statement or prospectus or
amendment or supplement thereto, including documents incorporated by reference, to which such
holders or their legal counsel shall object.



3.1.5 STATE SECURITIES LAWS COMPLIANCE. The Company shall use its best efforts to (i) register or
qualify the Registrable Securities covered by the Registration Statement under such securities or
“blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities covered by the
Registration Statement to be registered with or approved by such other Governmental Authorities as
may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the holders of Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; PROVIDED, HOWEVER, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph (e) or subject itself to taxation in any such jurisdiction.



3.1.6 AGREEMENTS FOR DISPOSITION. The Company shall enter into customary agreements (including, if
applicable, an underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities. The representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the holders of Registrable Securities included in such
registration statement. No holder of Registrable Securities included in such registration statement
shall be required to make any representations or warranties in the underwriting agreement except,
if applicable, with respect to such holder’s organization, good standing, authority, title to
Registrable Securities, lack of conflict of such sale with such holder’s material agreements and
organizational documents, and with respect to written information relating to such holder that such
holder has furnished in writing expressly for inclusion in such Registration Statement.



3.1.7 COOPERATION. The principal executive officer of the Company, the principal financial officer
of the Company, the principal accounting officer of the Company and all other officers and members
of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration
Statement with respect to such offering and all other offering materials and related documents, and
participation in meetings with Underwriters, attorneys, accountants and potential investors.



3.1.8 RECORDS. The Company shall make available for inspection by the holders of Registrable
Securities included in such Registration Statement, any Underwriter participating in



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any disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration
Statement or any Underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information
requested by any of them in connection with such Registration Statement.



3.1.9 OPINIONS AND COMFORT LETTERS. The Company shall furnish to each holder of Registrable
Securities included in any Registration Statement a signed counterpart, addressed to such holder,
of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort
letter from the Company’s independent public accountants delivered to any Underwriter. In the event
no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of
Registrable Securities included in such Registration Statement, at any time that such holder elects
to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in
effect.



3.1.10 EARNINGS STATEMENT. The Company shall comply with all applicable rules and regulations of
the Commission and the Securities Act, and make available to its shareholders, as soon as
practicable, an earnings statement covering a period of twelve (12) months, beginning within three
(3) months after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.



3.1.11 LISTING. The Company shall use its best efforts to cause all Registrable Securities included
in any registration to be listed on such exchanges or otherwise designated for trading in the same
manner as similar securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to the holders of a
majority of the Registrable Securities included in such registration.



3.2 OBLIGATION TO SUSPEND DISTRIBUTION. Upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale
registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
pursuant to a written insider trading compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Company’s
securities because of the existence of material non-public information, each holder of Registrable
Securities included in any registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities
until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv)
or the restriction on the ability of “insiders” to transact in the Company’s securities is removed,
as applicable, and, if so directed by the Company, each such holder will deliver to the Company all
copies, other than permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.



3.3 REGISTRATION EXPENSES. The Company shall bear all costs and expenses incurred in connection
with any Demand Registration pursuant to Section 2.1, any Piggy-Back



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Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section
2.3, and all expenses incurred in performing or complying with its other obligations under this
Agreement, whether or not the Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with
securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s
internal expenses (including, without limitation, all salaries and expenses of its officers and
employees); (v) the fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.11; (vi) National Association of Securities Dealers, Inc.
fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent
certified public accountants retained by the Company (including the expenses or costs associated
with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii)
the fees and expenses of any special experts retained by the Company in connection with such
registration and (ix) the fees and expenses of one legal counsel selected by the holders of a
majority-in-interest of the Registrable Securities included in such registration. The Company shall
have no obligation to pay any underwriting discounts or selling commissions attributable to the
Registrable Securities being sold by the holders thereof, which underwriting discounts or selling
commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling
shareholders and the Company shall bear the expenses of the underwriter pro rata in proportion to
the respective amount of shares each is selling in such offering.



3.4 INFORMATION. The holders of Registrable Securities shall provide such information as may
reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the
preparation of any Registration Statement, including amendments and supplements thereto, in order
to effect the registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with federal and applicable
state securities laws.



4. INDEMNIFICATION AND CONTRIBUTION.



4.1 INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold harmless each Investor
and each other holder of Registrable Securities, and each of their respective officers, employees,
affiliates, directors, partners, members, attorneys and agents, and each person, if any, who
controls an Investor and each other holder of Registrable Securities (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) (each, an “INVESTOR INDEMNIFIED
PARTY”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether
joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement)
of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or supplement to such
Registration Statement, or arising out of or based upon any omission (or alleged omission) to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration; and the Company shall promptly reimburse the
Investor



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Indemnified Party for any legal and any other expenses reasonably incurred by such Investor
Indemnified Party in connection with investigating and defending any such expense, loss, judgment,
claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any
such case to the extent that any such expense, loss, claim, damage or liability arises out of or is
based upon any untrue statement or allegedly untrue statement or omission or alleged omission made
in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or
any such amendment or supplement, in reliance upon and in conformity with information furnished to
the Company, in writing, by such selling holder expressly for use therein. The Company also shall
indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors,
partners, members and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.



4.2 INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each selling holder of Registrable
Securities will, in the event that any registration is being effected under the Securities Act
pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and each underwriter (if any), and
each other person, if any, who controls such selling holder or such underwriter within the meaning
of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint
or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement
of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or the alleged omission to
state a material fact required to be stated therein or necessary to make the statement therein not
misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder expressly for use therein,
and shall reimburse the Company, its directors and officers, and each such controlling person for
any legal or other expenses reasonably incurred by any of them in connection with investigation or
defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to the amount of any net
proceeds actually received by such selling holder.



4.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by any person of any notice of
any loss, claim, damage or liability or any action in respect of which indemnity may be sought
pursuant to Section 4.1 or 4.2, such person (the “INDEMNIFIED PARTY”) shall, if a claim in respect
thereof is to be made against any other person for indemnification hereunder, notify such other
person (the “INDEMNIFYING PARTY”) in writing of the loss, claim, judgment, damage, liability or
action; PROVIDED, HOWEVER, that the failure by the Indemnified Party to notify the Indemnifying
Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may
have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is
actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with
respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party
shall be entitled to participate in such claim or action, and, to the extent that it wishes,
jointly with all



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other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to
the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its
election to assume control of the defense of such claim or action, the Indemnifying Party shall not
be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof other than reasonable costs of
investigation; PROVIDED, HOWEVER, that in any action in which both the Indemnified Party and the
Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ
separate counsel (but no more than one such separate counsel) to represent the Indemnified Party
and its controlling persons who may be subject to liability arising out of any claim in respect of
which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the
fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between them. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of
judgment or effect any settlement of any claim or pending or threatened proceeding in respect of
which the Indemnified Party is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim or proceeding.



4.4 CONTRIBUTION.



4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable
to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to
herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the relative fault of
the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions
which resulted in such loss, claim, damage, liability or action, as well as any other relevant
equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by such Indemnified Party or such Indemnifying Party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.



4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 4.4 were determined by PRO RATA allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding
Section



4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage,
liability or action referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be
required to contribute any amount in excess of the dollar amount of the net proceeds (after



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payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder
from the sale of Registrable Securities which gave rise to such contribution obligation. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.



5. UNDERWRITING AND DISTRIBUTION.



5.1 RULE 144. The Company covenants that it shall file any reports required to be filed by it under
the Securities Act and the Exchange Act and shall take such further action as the holders of
Registrable Securities may reasonably request, all to the extent required from time to time to
enable such holders to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such
Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the
Commission.



6. MISCELLANEOUS.



6.1 OTHER REGISTRATION RIGHTS. The Company represents and warrants that no person, other than a
holder of the Registrable Securities, has any right to require the Company to register any shares
of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any
registration filed by the Company for the sale of shares of capital stock for its own account or
for the account of any other person.



6.2 ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. This Agreement and the rights, duties and obligations
of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This
Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder
may be freely assigned or delegated by such holder of Registrable Securities in conjunction with
and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and
the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties
and their respective successors and the permitted assigns of the Investor or holder of Registrable
Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement
is not intended to confer any rights or benefits on any persons that are not party hereto other
than as expressly set forth in Article 4 and this Section 6.2.



6.3 NOTICES. All notices, demands, requests, consents, approvals or other communications
(collectively, “NOTICES”) required or permitted to be given hereunder or which are given with
respect to this Agreement shall be in writing and shall be personally served, delivered by
reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice. Notice shall be deemed given on the date of service or
transmission if personally served or transmitted by telegram, telex
or facsimile; PROVIDED, that if such service or transmission is not on a business day or is after normal business
hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as
provided herein shall be deemed given on the next business day following



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timely delivery of such notice to a reputable air courier service with an order for next-day
delivery.



To the Company:

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Attention: Chairman



with a copy to:

Seyfarth Shaw LLP

815 Connecticut Avenue, N.W., Suite 500

Washington, DC 20006-4004

Attn: Stanley S. Jutkowitz



To an Investor, to:

Ram Mukunda

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814



John Cherin

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814




Ranga Krishna

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814



6.4 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 a 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.



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



6.6 ENTIRE AGREEMENT. This Agreement (including all agreements entered into pursuant hereto and all
certificates and instruments delivered pursuant hereto and thereto)



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constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous agreements, representations, understandings, negotiations
and discussions between the parties, whether oral or written.



6.7 MODIFICATIONS AND AMENDMENTS. No amendment, modification or termination of this Agreement shall
be binding upon any party unless executed in writing by such party.



6.8 TITLES AND HEADINGS. Titles and headings of sections of this Agreement are for convenience only
and shall not affect the construction of any provision of this Agreement.



6.9 WAIVERS AND EXTENSIONS. Any party to this Agreement may waive any right, breach or default
which such party has the right to waive, PROVIDED that such waiver will not be effective against
the waiving party unless it is in writing, is signed by such party, and specifically refers to this
Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or
default waived has occurred. Any waiver may be conditional. No waiver of any breach of any
agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof nor of any other agreement or provision herein contained. No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or extension of the time
for performance of any other obligations or acts.



6.10 REMEDIES CUMULATIVE. In the event that the Company fails to observe or perform any covenant or
agreement to be observed or performed under this Agreement, the Investor or any other holder of
Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at
law, whether for specific performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power granted in this
Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers or remedies conferred
under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be
cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.



6.11 GOVERNING LAW. This Agreement shall be governed by, interpreted under, and construed in
accordance with the internal laws of the State of Maryland applicable to agreements made and to be
performed within the State of Maryland, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other jurisdiction.



6.12 WAIVER OF TRIAL BY JURY. Each party hereby irrevocably and unconditionally waives the right to
a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract,
tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Investor in the negotiation, administration, performance
or enforcement hereof.



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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and
delivered by their duly authorized representatives as of the date first written above.



INDIA GLOBALIZATION CAPITAL, INC.

A Maryland corporation



	 	 	 
	 
	 	 
	By:
	 	 
	

	 	







INITIAL STOCKHOLDERS:





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