exv4w5



 






EXHIBIT 4.5



THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL
NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED
HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED
BELOW). THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY INDIA
GLOBALIZATION CAPITAL, INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR
OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE
COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND (II) ___, 2006. VOID AFTER 5:00
P.M. EASTERN TIME, ___, 2010.




UNIT PURCHASE OPTION




FOR THE PURCHASE OF




1,500,000 UNITS




OF




INDIA GLOBALIZATION CAPITAL, INC.




1. PURCHASE OPTION.



THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of                                         
(“Holder”), as registered owner of this Purchase Option, to India Globalization Capital, Inc.
(“Company”), Holder is entitled, at any time or from time to time upon the later of (i) the
consummation of a Business Combination AND (ii)                     , 2006 (“Commencement Date”), and at or
before 5:00 p.m., Eastern Time,                     , 2010 (“Expiration Date”), but not thereafter, to
subscribe for, purchase and receive, in whole or in part, up to One Million Five Hundred Thousand
(1,500,000) units (“Units”) of the Company, each Unit consisting of one share of common stock of
the Company, par value $.0001 per share (“Common Stock”), and two warrants (“Warrant(s)”) expiring
five years from the effective date (“Effective Date”) of the registration statement (“Registration
Statement”) pursuant to which Units are offered for sale to the public (“Offering”). Each Warrant
is the same as the warrants included in the Units being registered for sale to the public by way of
the Registration Statement (“Public Warrants”), except that the Warrants have an exercise price of
$6.25 per share (125% of the exercise price of the Public Warrants). If the Expiration Date is a
day on which banking institutions are authorized by law to close, then this Purchase Option may be
exercised on the next succeeding day which is not such a day in accordance with the terms herein.
During the period ending on the Expiration Date, the Company agrees not to take any action that
would terminate the Purchase Option. This Purchase Option is initially exercisable at $7.50 per
Unit so purchased; provided, however, that upon the occurrence of any of the events specified in
Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit
and the number of Units (and shares of Common Stock and Warrants) to be received upon such
exercise,


 









 






shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise
price or the adjusted exercise price, depending on the context.




2. EXERCISE.



2.1 EXERCISE FORM. In order to exercise this Purchase Option, the exercise form attached
hereto must be duly executed and completed and delivered to the Company, together with this
Purchase Option and payment of the Exercise Price for the Units being purchased payable in cash or
by certified check or official bank check. If the subscription rights represented hereby shall not
be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date this Purchase Option
shall become and be void without further force or effect, and all rights represented hereby shall
cease and expire.



2.2 LEGEND. Each certificate for the securities purchased under this Purchase Option
shall bear a legend as follows unless such securities have been registered under the Securities Act
of 1933, as amended (“Act”):



“The securities represented by this certificate have not been registered under the Securities Act
of 1933, as amended (“Act”) or applicable state law. The securities may not be offered for sale,
sold or otherwise transferred except pursuant to an effective registration statement under the Act,
or pursuant to an exemption from registration under the Act and applicable state law.”



2.3 CASHLESS EXERCISE.



2.3.1 DETERMINATION OF AMOUNT. In lieu of the payment of the Exercise Price multiplied
by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled
to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have
the right (but not the obligation) to convert any exercisable but unexercised portion of this
Purchase Option into Units (“Conversion Right”) as follows: upon exercise of the Conversion Right,
the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price
in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal
to the quotient obtained by dividing (x) the “Value” (as defined below) of the portion of the
Purchase Option being converted by (y) the Current Market Value (as defined below). The “Value” of
the portion of the Purchase Option being converted shall equal the remainder derived from
subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the
portion of this Purchase Option being converted from (b) the Current Market Value of a Unit
multiplied by the number of Units underlying the portion of the Purchase Option being converted.
As used herein, the term “Current Market Value” per Unit at any date means the remainder derived
from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of
Common Stock issuable upon exercise of the Warrants underlying one Unit from (y)(i) the Current
Market Price of the Common Stock multiplied by (ii) the number of shares of Common Stock underlying
one Unit, which shall include the shares of Common Stock underlying the Warrants included in such
Unit. The “Current Market Price” of a share of Common Stock shall mean (i) if the Common Stock is
listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap
Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale
price of the Common Stock in the principal trading market for the Common Stock as reported by the


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exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a
national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the
NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the
residual over-the-counter market, the closing bid price for the Common Stock on the last trading
day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC
or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock
cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of
the Company shall determine, in good faith.




2.3.2 MECHANICS OF CASHLESS EXERCISE. The Cashless Exercise Right may be exercised by
the Holder on any business day on or after the Commencement Date and not later than the Expiration
Date by delivering the Purchase Option with the duly executed exercise form attached hereto with
the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and
specifying the total number of Units the Holder will purchase pursuant to such Cashless Exercise
Right.



3. TRANSFER.



3.1 GENERAL RESTRICTIONS. The registered Holder of this Purchase Option, by its
acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this
Purchase Option for a period of one year following the Effective Date to anyone other than (i) FBW
or an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer
or partner of FBW such underwriter or selected dealer. On and after the second anniversary of the
Effective Date, transfers to others may be made subject to compliance with or exemptions from
applicable securities laws. In order to make any permitted assignment, the Holder must deliver to
the Company the assignment form attached hereto duly executed and completed, together with the
Purchase Option and payment of all transfer taxes, if any, payable in connection therewith. The
Company shall within five business days transfer this Purchase Option on the books of the Company
and shall execute and deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units
purchasable hereunder or such portion of such number as shall be contemplated by any such
assignment.



3.2 RESTRICTIONS IMPOSED BY THE ACT. The securities evidenced by this Purchase Option
shall not be transferred unless and until (i) the Company has received the opinion of counsel for
the Holder that the securities may be transferred pursuant to an exemption from registration under
the Act and applicable state securities laws, the availability of which is established to the
reasonable satisfaction of the Company, or (ii) a registration statement or a post-effective
amendment to the Registration Statement relating to such securities has been filed by the Company
and declared effective by the Securities and Exchange Commission and compliance with applicable
state securities law has been established.




4. NEW PURCHASE OPTIONS TO BE ISSUED.



4.1 PARTIAL EXERCISE OR TRANSFER. Subject to the restrictions in Section 3 hereof, this
Purchase Option may be exercised or assigned in whole or in part. In the event of the exercise or
assignment hereof in part only, upon surrender of this Purchase Option for


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cancellation, together with the duly executed exercise or assignment form and funds sufficient to
pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option in like form to this Purchase Option in the name of the Holder
evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to
which this Purchase Option has not been exercised or assigned.



4.2 LOST CERTIFICATE. Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase
Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of
such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on
the part of the Company.




5. REGISTRATION RIGHTS.




5.1 DEMAND REGISTRATION.



5.1.1 GRANT OF RIGHT. The Company, upon written demand (“Initial Demand Notice”) of the
Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying
securities (“Majority Holders”), agrees to register on one occasion, all or any portion of the
Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the
securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and
the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such
occasion, the Company will file a registration statement or a post-effective amendment to the
Registration Statement covering the Registrable Securities within sixty days after receipt of the
Initial Demand Notice and use its best efforts to have such registration statement or
post-effective amendment declared effective as soon as possible thereafter. The demand for
registration may be made at any time during a period of five years beginning on the Effective Date.
The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice
by any Holder(s) to all other registered Holders of the Purchase Options and/or the Registrable
Securities within ten days from the date of the receipt of any such Initial Demand Notice.



5.1.2 TERMS. The Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities, but the Holders shall pay
any and all underwriting commissions. The Company agrees to use its reasonable best efforts to
qualify or register the Registrable Securities in such States as are reasonably requested by the
Majority Holder(s); provided, however, that in no event shall the Company be required to register
the Registrable Securities in a State in which such registration would cause (i) the Company to be
obligated to qualify to do business in such State, or would subject the Company to taxation as a
foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the
Company to be obligated to escrow their shares of capital stock of the Company. The Company shall
cause any registration statement or post-effective amendment filed pursuant to the demand rights
granted under Section 5.1.1 to remain effective for a period of nine consecutive months from the
effective date of such registration statement or post-effective amendment.




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5.2 “PIGGY-BACK” REGISTRATION.



5.2.1 GRANT OF RIGHT. In addition to the demand right of registration, the Holders of
the Purchase Options shall have the right for a period of seven years commencing on the Effective
Date, to include the Registrable Securities as part of any other registration of securities filed
by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated
under the Act or pursuant to Form S-8); provided, however, that if, in the written opinion of the
Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the
Registrable Securities, when added to the securities being registered by the Company or the selling
stockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed
(i) at a price reasonably related to their then current market value, and (ii) without materially
and adversely affecting the entire offering, then the Company will still be required to include the
Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all
or any portion of the Registrable Securities for a period of 90 days from the effective date of the
offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the
number of securities to be sold by all stockholders in such public offering during such 90 day
period shall be apportioned pro rata among all such selling stockholders, including all holders of
the Registrable Securities, according to the total amount of securities of the Company owned by
said selling stockholders, including all holders of the Registrable Securities.



5.2.2 TERMS. The Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities but the Holders shall pay
any and all underwriting commissions related to the Registrable Securities. In the event of such a
proposed registration, the Company shall furnish the then Holders of outstanding Registrable
Securities with not less than fifteen days written notice prior to the proposed date of filing of
such registration statement. Such notice to the Holders shall continue to be given for each
applicable registration statement filed (during the period in which the Purchase Option is
exercisable) by the Company until such time as all of the Registrable Securities have been
registered and sold. The holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice, within ten days of the receipt of the
Company’s notice of its intention to file a registration statement. The Company shall cause any
registration statement filed pursuant to the above “piggyback” rights to remain effective for at
least nine months from the date that the Holders of the Registrable Securities are first given the
opportunity to sell all of such securities.



5.3 DAMAGES. Should the registration or the effectiveness thereof required by Sections
5.1 and 5.2 hereof be delayed by the Company or the Company otherwise fails to comply with such
provisions, the Company shall, in addition to any other equitable or other relief available to the
Holder(s), be liable for any and all incidental, special and consequential damages sustained by the
Holder(s), including, but not limited to, the loss of any profits that might have been received by
the holder upon the sale of shares of Common Stock or Warrants (and shares of Common Stock
underlying the Warrants) underlying this Purchase Option.




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5.4 GENERAL TERMS.



5.4.1 INDEMNIFICATION. The Company shall indemnify the Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage,
expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against litigation, commenced or threatened, or
any claim whatsoever whether arising out of any action between the underwriter and the Company or
between the underwriter and any third party or otherwise) to which any of them may become subject
under the Act, the Exchange Act or otherwise, arising from such registration statement but only to
the same extent and with the same effect as the provisions pursuant to which the Company has agreed
to indemnify the underwriters contained in the Underwriting Agreement between the Company, FBW and
the other underwriters named therein dated the Effective Date. The Holder(s) of the Registrable
Securities to be sold pursuant to such registration statement, and their successors and assigns,
shall severally, and not jointly, indemnify the Company, its officers and directors and each
person, if any, who controls the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all
reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which they may become subject under the Act, the
Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or
their successors or assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions contained in Section 5 of the
Underwriting Agreement pursuant to which the underwriters have agreed to indemnify the Company.



5.4.2 EXERCISE OF PURCHASE OPTIONS. Nothing contained in this Purchase Option shall be
construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such
Purchase Options prior to or after the initial filing of any registration statement or the
effectiveness thereof.



5.4.3 DOCUMENTS DELIVERED TO HOLDERS. The Company shall furnish FBW, as representative
of the Holders participating in any of the foregoing offerings, a signed counterpart, addressed to
the participating Holders, of (i) an opinion of counsel to the Company, dated the effective date of
such registration statement (and, if such registration includes an underwritten public offering, an
opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a
“cold comfort” letter dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, a letter dated the date of the closing under
the underwriting agreement) signed by the independent public accountants who have issued a report
on the Company’s financial statements included in such registration statement, in each case
covering substantially the same matters with respect to such registration statement (and the
prospectus included therein) and, in the case of such accountants’ letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of
issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities. The Company shall also deliver promptly to FBW, as representative of the
Holders participating in the offering, the correspondence and memoranda described below and copies
of all correspondence between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect to the registration
statement and permit FBW, as


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representative of the Holders, to do such investigation, upon reasonable advance notice, with
respect to information contained in or omitted from the registration statement as it deems
reasonably necessary to comply with applicable securities laws or rules of the National Association
of Securities Dealers, Inc. (“NASD”). Such investigation shall include access to books, records and
properties and opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable times and as often as
FBW, as representative of the Holders, shall reasonably request. The Company shall not be required
to disclose any confidential information or other records to FBW, as representative of the Holders,
or to any other person, until and unless such persons shall have entered into reasonable
confidentiality agreements (in form and substance reasonably satisfactory to the Company), with the
Company with respect thereto.



5.4.4 UNDERWRITING AGREEMENT. The Company shall enter into an underwriting agreement with
the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being
registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to
the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company,
each Holder and such managing underwriters, and shall contain such representations, warranties and
covenants by the Company and such other terms as are customarily contained in agreements of that
type used by the managing underwriter. The Holders shall be parties to any underwriting agreement
relating to an underwritten sale of their Registrable Securities and may, at their option, require
that any or all the representations, warranties and covenants of the Company to or for the benefit
of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall
not be required to make any representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders and their intended methods of distribution.
Such Holders, however, shall agree to such covenants and indemnification and contribution
obligations for selling stockholders as are customarily contained in agreements of that type used
by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and
otherwise cooperate fully in the preparation of the registration statement and other documents
relating to any offering in which they include securities pursuant to this Section 5. Each Holder
shall also furnish to the Company such information regarding itself, the Registrable Securities
held by it, and the intended method of disposition of such securities as shall be reasonably
required to effect the registration of the Registrable Securities.



5.4.5 RULE 144 SALE. Notwithstanding anything contained in this Section 5 to the
contrary, the Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the registration
of Registrable Securities held by any Holder (i) where such Holder would then be entitled to sell
under Rule 144 within any three-month period (or such other period prescribed under Rule 144 as may
be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and
(ii) where the number of Registrable Securities held by such Holder is within the volume
limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate within
the meaning of Rule 144).



5.4.6 SUPPLEMENTAL PROSPECTUS. Each Holder agrees, that upon receipt of any notice from
the Company of the happening of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements


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therein not misleading in light of the circumstances then existing, such Holder will immediately
discontinue disposition of Registrable Securities pursuant to the Registration Statement covering
such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended
prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of such destruction)
all copies, other than permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such notice.




6. ADJUSTMENTS.



6.1 ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise Price and the
number of Units underlying the Purchase Option shall be subject to adjustment from time to time as
hereinafter set forth:



6.1.1 STOCK DIVIDENDS — SPLIT-UPS. If after the date hereof, and subject to the
provisions of Section 6.3 below, the number of outstanding shares of Common Stock is increased by a
stock dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or
other similar event, then, on the effective date thereof, the number of shares of Common Stock
underlying each of the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. In such case, the number of shares of Common Stock, and the
exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable
hereunder shall be adjusted in accordance with the terms of the Warrants. For example, if the
Company declares a two-for-one stock dividend and at the time of such dividend this Purchase Option
is for the purchase of one Unit at $6.60 per whole Unit (each Warrant underlying the Units is
exercisable for $5.00 per share), upon effectiveness of the dividend, this Purchase Option will be
adjusted to allow for the purchase of one Unit at $6.60 per Unit, each Unit entitling the holder to
receive two shares of Common Stock and four Warrants (each Warrant exercisable for $2.50 per
share).



6.1.2 AGGREGATION OF SHARES. If after the date hereof, and subject to the provisions of
Section 6.3, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of shares of Common Stock or other similar event, then, on the
effective date thereof, the number of shares of Common Stock underlying each of the Units
purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares. In
such case, the number of shares of Common Stock, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants.



6.1.3 REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of any reclassification
or reorganization of the outstanding shares of Common Stock other than a change covered by Section
6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares of Common Stock, or in
the case of any merger or consolidation of the Company with or into another corporation (other than
a consolidation or merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of Common Stock), or in
the case of any sale or conveyance to another corporation or entity of the property of the Company
as an entirety or substantially as an entirety


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in connection with which the Company is dissolved, the Holder of this Purchase Option shall have
the right thereafter (until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares of stock or other securities or
property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number
of shares of Common Stock of the Company obtainable upon exercise of this Purchase Option and the
underlying Warrants immediately prior to such event; and if any reclassification also results in a
change in shares of Common Stock covered by Section 6.1.1 or 6.1.2, then such adjustment shall be
made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers.



6.1.4 CHANGES IN FORM OF PURCHASE OPTION. This form of Purchase Option need not be
changed because of any change pursuant to this Section, and Purchase Options issued after such
change may state the same Exercise Price and the same number of Units as are stated in the Purchase
Options initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance
of new Purchase Options reflecting a required or permissive change shall not be deemed to waive any
rights to an adjustment occurring after the Commencement Date or the computation thereof.



6.2 SUBSTITUTE PURCHASE OPTION. In case of any consolidation of the Company with, or
merger of the Company with, or merger of the Company into, another corporation (other than a
consolidation or merger which does not result in any reclassification or change of the outstanding
Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then
outstanding or to be outstanding shall have the right thereafter (until the stated expiration of
such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of
shares of stock and other securities and property receivable upon such consolidation or merger, by
a holder of the number of shares of Common Stock of the Company for which such Purchase Option
might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such
supplemental Purchase Option shall provide for adjustments which shall be identical to the
adjustments provided in Section 6. The above provision of this Section shall similarly apply to
successive consolidations or mergers.



6.3 ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock or Warrants upon the exercise of the
Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of Warrants, shares of Common Stock or other
securities, properties or rights.




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7. RESERVATION AND LISTING. The Company shall at all times reserve and keep available out
of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of the
Purchase Options or the Warrants underlying the Purchase Option, such number of shares of Common
Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The
Company covenants and agrees that, upon exercise of the Purchase Options and payment of the
Exercise Price therefor, all shares of Common Stock and other securities issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable and not subject to
preemptive rights of any stockholder. The Company further covenants and agrees that upon exercise
of the Warrants underlying the Purchase Options and payment of the respective Warrant exercise
price therefor, all shares of Common Stock and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of
any stockholder. As long as the Purchase Options shall be outstanding, the Company shall use its
best efforts to cause all (i) Units and shares of Common Stock issuable upon exercise of the
Purchase Options, (iii) Warrants issuable upon exercise of the Purchase Options and (iv) shares of
Common Stock issuable upon exercise of the Warrants included in the Units issuable upon exercise of
the Purchase Option to be listed (subject to official notice of issuance) on all securities
exchanges (or, if applicable on the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or
any successor trading market) on which the Units, the Common Stock or the Public Warrants issued to
the public in connection herewith may then be listed and/or quoted.




8. CERTAIN NOTICE REQUIREMENTS.



8.1 HOLDER’S RIGHT TO RECEIVE NOTICE. Nothing herein shall be construed as conferring
upon the Holders the right to vote or consent as a stockholder for the election of directors or any
other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at
any time prior to the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give
written notice of such event at least fifteen days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other
stockholders of the Company at the same time and in the same manner that such notice is given to
the stockholders.



8.2 EVENTS REQUIRING NOTICE. The Company shall be required to give the notice described
in this Section 8 upon one or more of the following events: (i) if the Company shall take a record
of the holders of its shares of Common Stock for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable
otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend
or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of
its Common Stock any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor, or (iii) a dissolution, liquidation


10









 






or winding up of the Company (other than in connection with a consolidation or merger) or a sale of
all or substantially all of its property, assets and business shall be proposed.



8.3 NOTICE OF CHANGE IN EXERCISE PRICE. The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders
of such event and change (“Price Notice”). The Price Notice shall describe the event causing the
change and the method of calculating same and shall be certified as being true and accurate by the
Company’s President and Chief Financial Officer.



8.4 TRANSMITTAL OF NOTICES. All notices, requests, consents and other communications
under this Purchase Option shall be in writing and shall be deemed to have been duly made when hand
delivered, or mailed by express mail or private courier service: (i) If to the registered Holder of
the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if
to the Company, to the following address or to such other address as the Company may designate by
notice to the Holders:




India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Attn: Ram Mukunda, Chairman




9. MISCELLANEOUS.



9.1 AMENDMENTS. The Company and FBW may from time to time supplement or amend this
Purchase Option without the approval of any of the Holders in order to cure any ambiguity, to
correct or supplement any provision contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters or questions arising
hereunder that the Company and FBW may deem necessary or desirable and that the Company and FBW
deem shall not adversely affect the interest of the Holders. All other modifications or amendments
shall require the written consent of and be signed by the party against whom enforcement of the
modification or amendment is sought.



9.2 HEADINGS. The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or interpretation of any of the
terms or provisions of this Purchase Option.



10. ENTIRE AGREEMENT. This Purchase Option (together with the other agreements and
documents being delivered pursuant to or in connection with this Purchase Option) constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the
subject matter hereof.



10.1 BINDING EFFECT. This Purchase Option shall inure solely to the benefit of and shall
be binding upon, the Holder and the Company and their permitted assignees, respective successors,
legal representative and assigns, and no other person shall have or be construed to have any legal
or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option or
any provisions herein contained.




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10.2 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Purchase Option shall be governed
by and construed and enforced in accordance with the laws of the State of Maryland, without giving
effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against
it arising out of, or relating in any way to this Purchase Option shall be brought and enforced in
the courts of the State of Maryland or of the United States of America for the District of
Maryland, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action, proceeding or
claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be
entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor.



10.3 WAIVER, ETC. The failure of the Company or the Holder to at any time enforce any of
the provisions of this Purchase Option shall not be deemed or construed to be a waiver of any such
provision, nor to in any way affect the validity of this Purchase Option or any provision hereof or
the right of the Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Option shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a
waiver of any other or subsequent breach, non-compliance or non-fulfillment.



10.4 EXECUTION IN COUNTERPARTS. This Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto.



10.5 EXCHANGE AGREEMENT. As a condition of the Holder’s receipt and acceptance of this
Purchase Option, Holder agrees that, at any time prior to the complete exercise of this Purchase
Option by Holder, if the Company and FBW enter into an agreement (“Exchange Agreement”) pursuant to
which they agree that all outstanding Purchase Options will be exchanged for securities or cash or
a combination of both, then Holder shall agree to such exchange and become a party to the Exchange
Agreement.



10.6 UNDERLYING WARRANTS. At any time after exercise by the Holder of this Purchase
Option, the Holder may exchange its Warrants (with a $6.25 exercise price) for Public Warrants
(with a $5.00 exercise price) upon payment to the Company of the difference between the aggregate
exercise price of the Warrants being exchanged and the aggregate exercise price of the Pubic
Warrants for which the Warrants are being exchanged.




[REMAINDER OF PAGE DELIBERATELY LEFT BLANK]




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IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly authorized
officer as of the       day of                     , 2005.




INDIA GLOBALIZATION CAPITAL, INC.


By:


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Form to be used to exercise Purchase Option:




India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814



Date:                                        , 200     



The undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase
Option and to purchase       Units of India Globalization Capital, Inc. and hereby makes payment of
$                     (at the rate of $                     per Unit) in payment of the Exercise Price pursuant
thereto. Please issue the Common Stock and Warrants as to which this Purchase Option is exercised
in accordance with the instructions given below.




OR



The undersigned hereby elects irrevocably to convert its right to purchase                      Units
purchasable under the within Purchase Option by surrender of the unexercised portion of the
attached Purchase Option (with a “Value” based of $                     based on a “Market Price” of $                    ).
Please issue the securities comprising the Units as to which this Purchase Option is exercised in
accordance with the instructions given below.




Signature




Signature Guaranteed




INSTRUCTIONS FOR REGISTRATION OF SECURITIES





			
	Name 	 	 





               (Print in Block Letters)





			
	Address 	 	 




NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR
BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.





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EXHIBIT 4.5


Form to be used to assign Purchase Option:




ASSIGNMENT




(To be executed by the registered Holder to effect a transfer of the within Purchase Option):



FOR VALUE RECEIVED,                                         does hereby sell, assign and
transfer unto                                          the right to purchase                      Units of India
Globalization Capital, Inc. (“Company”) evidenced by the within Purchase Option and does hereby
authorize the Company to transfer such right on the books of the Company.




Dated:                                        , 200     




Signature




Signature Guaranteed



NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR
BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.