exv4w1



 






EXHIBIT 4.1




NUMBER




                     IGC UNITS




SEE REVERSE FOR




CERTAIN DEFINITIONS INDIA GLOBALIZATION CAPITAL, INC.




CUSIP




UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE




ONE SHARE OF COMMON STOCK




THIS CERTIFIES THAT ____________________________________________________________




is the owner of _________________________________________________________ Units.



Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common
Stock”), of India Globalization Capital, Inc., a Maryland corporation (the “Company”), and two
warrants (the “Warrants”). Each Warrant entitles the holder to purchase one (1) share of Common
Stock for $5.00 per share (subject to adjustment). Each Warrant will become exercisable on later of
(i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other
similar business combination and (ii)                     , 2006, and will expire unless exercised before
5:00 p.m., New York City Time, on                     , 2010, or earlier upon redemption (the “Expiration
Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not
transferable separately prior to                     , 2005, subject to earlier separation in the discretion
of Ferris, Baker Watts, Inc. The terms of the Warrants are governed by a Warrant Agreement, dated
as of                     , 2005, between the Company and Continental Stock Transfer & Trust Company, as Warrant
Agent, and are subject to the terms and provisions contained therein, all of which terms and
provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York
10004, and are available to any Warrant holder on written request and without cost.



This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.



Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.




INDIA GLOBALIZATION CAPITAL, INC.

CORPORATE

MARYLAND

SEAL




2005




	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Chairman of the Board

	 	Secretary	 	 






 









 





INDIA GLOBALIZATION CAPITAL, INC.



The Company will furnish without charge to each stockholder who so requests, a statement of the
powers, designations, preferences and relative, participating, optional or other special rights of
each class of stock or series thereof of the Company and the qualifications, limitations, or
restrictions of such preferences and/or rights.



The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 	 	 
	TEN COM -

	 	as tenants in common
	 	UNIF GIFT MIN ACT -
	 	                    
	 	Custodian
	 	                    
	TEN ENT -

	 	as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	JT TEN -	 	as joint tenants with right of survivorship	 	 	 	under Uniform Gifts to Minors
	 	 	and not as tenants in common	 	 	 	Act______________
	

	 	 	 	 	 	(State)	 	 	 	 






Additional Abbreviations may also be used though not in the above list.




     FOR VALUE RECEIVED, ___________________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO



PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




__________________________________________________________________________ UNITS




REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT




_______________________________________________________________________ ATTORNEY TO TRANSFER THE
SAID UNITS ON THE BOOKS OF THE WITHIN NAMED COMPANY WILL FULL POWER OF SUBSTITUTION IN THE
PREMISES.




DATED _______________________




NOTICE: The signature to this assignment must

correspond with the name as written upon

the face of the certificate in every

particular, without alteration or

enlargement or any change whatever.




Signature(s) Guaranteed:



THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).





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