exv10w2



 






EXHIBIT 10.2




May 11, 2005




India Globalization Capital, Inc.

4336 Montgomery Ave.

Bethesda, Maryland 20814



Ferris, Baker Watts, Inc.

7601 Lewinsville Road, Suite 450

McLean, VA 22102



Re: INITIAL PUBLIC OFFERING




Gentlemen:



The undersigned stockholder, officer and director of India Globalization Capital, Inc. (“Company”),
in consideration of Ferris, Baker Watts, Inc. (“FBW”) entering into a letter of intent (“Letter of
Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and
embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 11 hereof):



1. If the Company solicits approval of its stockholders of a Business Combination, the undersigned
will vote all Insider Shares owned by him in accordance with the majority of the votes cast by the
holders of the IPO Shares.



2. In the event that the Company fails to consummate a Business Combination within 18 months from
the effective date (“Effective Date”) of the registration statement relating to the IPO (or 24
months under the circumstances described in the prospectus relating to the IPO), the undersigned
will take all reasonable actions within his power to cause the Company to liquidate as soon as
reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim
of any kind in or to any distribution of the Trust Fund (as defined in the Letter of Intent) as a
result of such liquidation with respect to his Insider Shares (“Claim”) and hereby waives any Claim
the undersigned may have in the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse against the Trust Fund for any reason
whatsoever. The undersigned agrees to indemnify and hold harmless the Company, pro rata with the
other officers and directors of the Company based on the number of Insider Shares held by each such
individual, against any and all loss, liability, claims, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by any vendor or other
person who is owed money by the Company for services rendered or products sold, or by any target
business, but only to the extent necessary to ensure that such loss, liability, claim, damage or
expense does not reduce the amount in the Trust Fund. The foregoing sentence is not for the
benefit of any third party creditors of the Company.



3. In order to minimize potential conflicts of interest which may arise from multiple affiliations,
the undersigned agrees to present to the Company for its consideration, prior to presentation to
any other person or entity, any suitable opportunity to acquire an operating


 









 








India Globalization Capital, Inc.

Ferris, Baker Watts, Inc.

May 11, 2005

Page 2


business whose primary operations are located in India, until the earlier of the consummation by
the Company of a Business Combination, the liquidation of the Company or until such time as the
undersigned ceases to be an officer or director of the Company, subject to any pre-existing
fiduciary obligations the undersigned might have.



4. The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination which involves a company which is affiliated with any of the Insiders unless the
Company obtains an opinion from an independent investment banking firm reasonably acceptable to FBW
that the business combination is fair to the Company’s stockholders from a financial perspective.



5. Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive and will not accept any compensation for services rendered
to the Company prior to the consummation of the Business Combination; provided that commencing on
the Effective Date, Integrated Global Network, LLC (“Related Party”), shall be allowed to charge
the Company $7,500 per month, to compensate it for the Company’s use of Related Party’s offices,
utilities and personnel. Related Party and the undersigned shall also be entitled to reimbursement
from the Company for their respective out-of-pocket expenses incurred in connection with seeking
and consummating a Business Combination.



6. Neither the undersigned, nor any member of the family of the undersigned, nor any Affiliate of
the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in
the event the undersigned, any member of the family of the undersigned or any Affiliate of the
undersigned originates a Business Combination.



7. The undersigned will escrow his Insider Shares for period commencing on the Effective Date and
ending six months after the consummation of a Business Combination, subject to the terms of a Stock
Escrow Agreement which the Company will enter into with the undersigned and an escrow agent
acceptable to the Company.



8. The undersigned agrees to be the CFO of the Company until the
earlier of the consummation by the Company of a Business Combination or the liquidation of the
Company. The undersigned’s biographical information furnished to the Company and FBW is true and
accurate in all respects, does not omit any material information with respect to the undersigned’s
background and contains all of the information required to be disclosed pursuant to Section 401 of
Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s Questionnaire
furnished to the Company and FBW. The undersigned represents and warrants that:



(a) he is not subject to or a respondent in any legal action for, any injunction, cease-and-desist
order or order or stipulation to desist or refrain from any act or practice relating to the
offering of securities in any jurisdiction;




 









 








India Globalization Capital, Inc.

Ferris, Baker Watts, Inc.

May 11, 2005

Page 3


(b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii)
relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and he is not currently a defendant in any such criminal
proceeding; and



(c) he has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied,
suspended or revoked.



9. The undersigned has full right and power, without violating any agreement by which he is bound,
to enter into this letter agreement and to serve as CFO of the Company.



10. The undersigned authorizes any employer, financial institution, or consumer credit reporting
agency to release to FBW and its legal representatives or agents (including any investigative
search firm retained by FBW) any information they may have about the undersigned’s background and
finances (“Information”). Neither FBW nor its agents shall be violating the undersigned’s right of
privacy in any manner in requesting and obtaining the Information and the undersigned hereby
releases them from liability for any damage whatsoever in that connection.



11. As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock
exchange, asset or stock acquisition, reorganization or otherwise, of an operating business whose
primary operations are in India and selected by the Company; and



(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately
prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the
Company owned by an Insider prior to the IPO; and (iv) “IPO Shares” shall mean the shares of Common
Stock issued in the Company’s IPO.










	 	 	 
	 

	 	/s/John Cherin
	

	 	

	

	 	Signature