ex10-1.htm


    EXHIBIT
      10.1

     

    


    AMENDMENT
      TO THE SHARE SUBSCRIPTION CUM PURCHASE AGREEMENT DATED 15TH DAY OF SEPTEMBER,
      2007

    


    THIS
      Amendment to the Share
      Subscription cum Purchase Agreement dated 15th
      September, 2007 (hereinafter referred to as “Agreement”) is entered on
      this 19th day of December, 2007 at Mumbai

    


    BY
      AND AMONG

    


    INDIA
      GLOBALIZATION
      CAPITAL, INC. a company
      organized under the laws of the State of Maryland and
      having its office address at 4336
      Montgomery Avenue Bethesda, MD 20814, acting
      directly or indirectly through
      one or more of its newly formed non US Affiliates, alongwith such newly formed
      non-US Affiliates (hereinafter collectively referred to as “Investor”,
      which expression shall, unless it be
      repugnant to the context or meaning thereof, be deemed to mean and include
      its
      successors and assigns) of the FIRST PART;

    


    AND

    


    SRICON
      INFRASTRUCTURE PRIVATE
      LIMITED, a company incorporated under the Indian Companies Act, 1956,
      having its registered office at Sricon House 25, Pragati Layout, Rajeev Nagar,
      Nagpur, India (hereinafter referred to as "Company" which expression
      shall, unless repugnant to the context or meaning thereof, be deemed to mean
      and
      include its successors) of the SECOND PART;

    


    AND

    


    THE
      PERSONS whose names and
      addresses are set out in Schedule 1 hereto (hereinafter
      referred to as "Promoters", which expression
      shall, unless repugnant to the context or meaning thereof, be deemed to mean
      and
      include their heirs, legal representatives, executors, and administrators)
      of
      the THIRDPART.

    


    (The
      Investor, the Promoters and the Company may hereinafter be referred to
      individually as “Party”
      and collectively as “Parties”, as the context may
      require).

    


    WHEREAS

    


    
      	
              A.

            	
              The
                Parties entered into a Share Subscription cum Purchase Agreement
                on the
                15th
                day of September, 2007 (the “SSA”), setting out the terms and conditions
                subject to which the Investor would subscribe to the Subscription
                Shares;
                

            


    

    


    
      	
              B.

            	
              Clause
                3 of the SSA sets out the conditions to be satisfied by the Parties
                prior
                to the Investor subscribing to the Subscription Shares. Some of the
                conditions to be satisfied by the Parties are as under: (i) completion
                of
                a business, financial, accounting, tax, technical, legal and regulatory
                due diligence on the Company by the Investor and resolution of all
                issues
                arising therefrom to the satisfaction of the Investor on or before
                45
                Business Days from the date of this Agreement, (ii) resolution being
                passed at a duly constituted meeting of the board of directors of
                Investor
                and a resolution being passed at duly constituted meeting of the
                shareholders of the Investor, approving the subscription to the
                Subscription Shares and the satisfaction of all other conditions
                for the
                Investor to effect a Business Combination as set forth in the Investor's
                Prospectus dated March 3, 2006 as filed with the US Securities and
                Exchange Commission, (iii) the Promoters obtaining written consents
                from
                all banks, financial institutions, lenders of the Company and all
                other
                third parties as may be required for change in shareholding of the
                Company
                in form and substance satisfactory to the Investor, (iv) each of
                the
                Promoters delivering to the Investor a no-objection certificate in
                the
                form contained in Schedule 4 to the SSA and a no-objection certificate
                from the Company in the form contained in Schedule 4A to the SSA;
                

            


    

    


    
      	
              C.

            	
              The
                Company is in need of urgent funds and pending satisfaction of the
                conditions precedent set out in Clause 3 of the SSA, has requested
                the
                Investor to infuse the Portion of Subscription Price (as defined
                below),
                towards subscription to Portion of Subscription Shares (as defined
                below);
                

            


    

    


    
      	
              D.

            	
              The
                Investor has agreed to subscribe to the Portion of Subscription Shares
                in
                the Company subject to the terms and conditions set out in this Agreement.
                

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, IN CONSIDERATION OF THE
      MUTUAL PROMISES COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES AGREE
      AS
      FOLLOWS:

    


    
      	
              1.  

            	
              DEFINITIONS
                AND
                INTERPRETATION

            


    

    


    “Account”
      means the account to be opened by the Parties with Citibank N.A.

    


    “Completion”
      means completion of the events specified in Clause 5 hereof and the Investor
      being registered as a member in respect of the Portion of the Subscription
      Shares in the register of members of Company.

    


    ‘Completion
      Date' shall mean the date specified by the Investor for Completion.

    


    


    “Existing
      Accounts” means the current accounts maintained by the Company with Allahabad
      Bank, Manish Nagar branch, Nagpur, bearing account no. 20075 and State Bank
      of
      India, Jaiprakash Nagar branch, Sonalwada, Nagpur, bearing account no.
      30095731720,

    


    “Funding”
      means the funding of the Portion of Subscription Price by the Investor upon
      fulfillment, or waiver, of the conditions precedent prescribed in Clause
      4;

    


    “Funding
      Date” means the date on which the Funding occurs;

    


    “Portion
      of Subscription Price” means Rs. 12,83,42,500/- (Rupees Twelve Crores Eighty
      Three Lacs Forty Two Thousand Five Hundred only) forming part of the
      Subscription Price.

    


    “Portion
      of Subscription Shares” means 5,03,620 equity shares, constituting 14.66% of the
      post issued paid up share capital of the Company and forming part of the
      Subscription Shares.

    


    “Promoters
      Shares” means 15,79,711 Shares representing 53.88% of the existing Share Capital
      of the Company.

    


    “SSA”
      shall have the meaning ascribed to it in Recital A.

    


    All
      capitalized expressions not defined in the Agreement, but defined in the SSA,
      shall have the same meaning ascribed to it in the SSA.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              SUBSCRIPTION
                FOR SHARES AND
                INITIAL ADVANCE AGAINST SHARES
                

            


    

    


    
      	
               

            	
              (a)

            	
              Subject
                to the terms of this Agreement, the Investor hereby agrees to subscribe
                for, and the Company agrees to allot and issue to the Investor at
                Completion, the Portion of Subscription Shares, provided that subject
                to
                Clause 3, the Portion of Subscription Price shall be funded as advance
                against Shares of the Company. 

            


    

    


    
      	
               

            	
              (b)

            	
              The
                consideration payable by the Investor to the Company for the Portion
                of
                Subscription Shares shall be the Portion of Subscription Price or
                thereabout as the Parties may mutually agree.


            


    

    


    
      	
              3.  

            	
              CONDITIONS
                PRECEDENT

            


    

    


    The
      obligation of the Investor to fund the Portion of Subscription Price is subject
      to the fulfillment, prior to or simultaneously on the Funding Date (or at the
      time specified below), of the following conditions and delivery and execution
      of
      the following items in form and substance satisfactory to the Investor, any
      one
      or more of which may be waived in writing by the Investor in its sole
      discretion:

    


    
      	
               

            	
              (a)

            	
              the
                Representations and Warranties as provided in Clause 5 and Schedule
                3 of
                the SSA and under this Agreement, remaining true and correct on the
                Funding Date; 

            


    

    


    
      	
               

            	
              (b)

            	
              approval
                of the Board for (i) the execution, delivery and performance by the
                Company of this Agreement, (ii) creation of an Account in the manner
                and
                for the purposes contemplated in this Agreement, (iii) appointment
                of the
                Investor’s nominee as an authorized signatory to the Existing Accounts and
                the Account to be created pursuant to this Agreement, (iv) deposit
                into
                the Account, 20% of the receivables paid into the Existing Accounts,
                including without limitation, the receivables due to the Company
                pursuant
                to the Joint Venture Agreement entered into by the Company with Hindustan
                Steel Works Constructions Limited, (v) granting irrevocable authority
                to
                the Investor’s nominee being the authorized signatory to the Account, to
                operate and withdraw the amounts lying to the credit of the Account
                at any
                time and for any reason whatsoever,  (vi) subject to the
                approval of the members, amending the Articles of Association of
                the
                Company to give effect to the matters set out in Clause 4, (vii)
                in-principle allotment of such number of shares to the Investor,
                at the
                specific request of the Investor, pending subscription to the entire
                Subscription Shares, as will increase the Investor’s shareholding in the
                Company to 51%, and an undertaking that such allotment will be completed
                within 2 working days of the Investor infusing funds towards subscription
                to the share capital of the Company and requesting the Company to
                allot
                Shares, and (viii) implementing the relevant transactions set forth
                in
                this Agreement to which the Company is a party or which require approval
                by the Board; 

            


    

    


    
      	
               

            	
              (c)

            	
              each
                of the Company and the Promoters having performed and complied with
                all
                agreements, obligations and conditions contained in this Agreement
                that
                are required to be performed or complied with by it on or before
                the
                Funding; 

            


    

    


    
      	
               

            	
              (d)

            	
              memorandum
                and articles of association of the Company being amended to reflect,
                to
                the extent permitted by law, the provisions of this Agreement;
                

            


    

    


    
      	
               

            	
              (e)

            	
              one
                (1) nominee of the Investor having been duly elected/appointed as
                Director, effective upon Funding; 

            


    

    


    
      	
               

            	
              (f)

            	
              the
                Company having opened the Account; 

            


    

    


    
      	
               

            	
              (g)

            	
              evidence
                being adduced by the Promoters, of written instructions issued to
                the
                banks with whom the Existing Accounts are maintained by the Company,
                of
                the inclusion of Mr. Ram Mukunda as an authorized signatory to the
                Existing Accounts and evidence being adduced of written instructions
                issued to Citibank N.A of the change in authorized signatories and
                appointment of Mr. Ram Mukunda of the sole authorized signatory of
                the
                Account with Citibank; 

            


    

    


    
      	
               

            	
              (h)

            	
              certificate
                from the Promoters and the Company confirming that (i) they have
                given
                written instructions to the banks with whom Existing Accounts are
                maintained, for automatic transfer into the Account, every month,
                with
                effect from April 1, 2008, of 20% of the receivables paid into the
                Existing Accounts, including without limitation, the receivables
                due to
                the Company pursuant to the Joint Venture Agreement entered into
                by the
                Company with Hindustan Steel Works Constructions Limited, and that
                they
                have taken all necessary steps to ensure automatic and regular transfer
                of
                funds as contemplated herein, (ii) no lender or third party has any
                rights
                over the funds lying to the credit of the Existing Accounts (iii)
                the
                Company has not entered into any agreement or understanding whereby
                any
                party other than the Investor has priority over the funds in the
                Existing
                Accounts or the Account; 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (i)

            	
              the
                Company appointing the Investor’s nominee as the authorized signatory to
                the Account with an undertaking that (i) except upon specific written
                instructions of the Investor, the Investor’s nominee shall not be replaced
                and such appointment and understanding having been communicated to
                Citibank N.A (ii) they shall not open any savings or current account
                or
                any other account with any bank except with the specific written
                consent
                of the Investor; 

            


    

    


    
      	
               

            	
              (j)

            	
              the
                Company issuing irrevocable written instructions to Citibank N.A.,
                to
                honor all cheques, demand drafts and other payment instructions issued
                by
                the Investor’s nominee, without first obtaining approval of the Promoters
                or the Company; 

            


    

    


    
      	
               

            	
              (k)

            	
              the
                Company obtaining a certificate from an independent chartered accountant
                indicating the ‘fair value’ of the Shares calculated in accordance with
                the Guidelines for Valuation of Shares and Fixation of Premia.
                

            


    

    


    The
      Promoters shall fulfill all their obligations hereunder and shall, to the extent
      within their power and control, cause the Company to fulfill all its obligations
      hereunder so as to ensure that the conditions set forth in this Clause are
      fulfilled by such dates as specified above, to the satisfaction of the
      Investor.

    


    
      	
              4.  

            	
              FUNDING
                EVENTS
                

            


    

    


    
      	
               

            	
              (a)

            	
              Funding
                shall take place on the Funding Date, or at such other place as the
                Parties may agree. The Portion of Subscription Price shall be retained
                as
                advance against Shares, until Completion.


            


    

    


    
      	
               

            	
              (b)

            	
              Simultaneously
                upon Funding, the provisions of Clauses 3 (Conditions subsequent
                to
                Completion), 4.1(e) (Voting), 4.1(g) (Meeting and Minutes of Board
                Meeting), 4.1(h) (Notice), 4.1(i) (Quorum), 4.1(j) (Determination
                of
                Quorum), 4.1(k) (Resolution by Circulation), 4.2 (Management and
                other
                Committees), 4.3 (Rights of the Investor), 4.4 (Veto Rights, to the
                extent
                of meetings of the Board) (subject to Clause 4(e) herein) and 5 (Dividend
                Policy) of the Shareholders Agreement shall become effective and
                the
                Promoters and the Company shall be bound by the terms contained therein.
                

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Promoters and the Company shall not propose any resolution at a
                Shareholders Meeting, if such resolution has not been approved by
                the
                director nominated by the Investor at a meeting of the Board.
                

            


    

    


    
      	
               

            	
              (d)

            	
              Until
                Completion under this Agreement, the Promoters shall not be entitled
                to
                Transfer all or any part of their Shareholding to any Person. Approval
                of
                the director nominated by the Investor shall be required for passing
                any
                resolution which will have the effect of changing the signatories
                to the
                Existing Accounts or the Account and for opening any account with
                any
                bank. 

            


    

    


    
      	
               

            	
              (e)

            	
              The
                Parties agree that where a
                resolution for allotment of shares in favour of the Investor is proposed
                by the director nominated by the Investor, the Promoters shall (if
                they
                are also Directors) / cause the directors nominated by them on the
                Board,
                to vote in favour of the
                resolution.

            


    

    


    
      	
               

            	
              (f)

            	
              A
                meeting of the shareholders shall be convened and a special resolution
                shall be passed approving amendment to the Articles of Association,
                to
                give effect to the matters set out in this Agreement.
                

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (g)

            	
              The
                Promoters agree and acknowledge that until Funding, they are in complete
                control over the affairs of the Company and undertake that they shall,
                to
                the extent within their power and control, cause the Company to fulfill
                all its obligations hereunder so as to ensure that the covenants
                set forth
                in this Agreement are fulfilled by such dates as specified in this
                Agreement. To secure the performance of the obligations of the Promoters
                and the Company as set out in this Agreement, the Promoters shall
                create a
                pledge on the Promoter Shares in favour of the Investor or any Person
                nominated by it. For such purpose, the Promoters shall on the Funding
                Date
                or any date thereafter, and if required, with the approval of the
                regulatory authorities, if required, deliver the following documents
                to
                the Investor, or his representative/nominee:


            


    

    


    
      	
              ·  

            	
              Original
                certificates evidencing
                right, title and interest to the Promoter
                Shares;

            


    

    
      	
              ·  

            	
              Undated
                share transfer forms
                signed by the Promoters in favour of the
                Investor;

            


    

    
      	
              ·  

            	
              A
                duly stamped, irrevocable power
                of attorney (substantially in the form and content as specified in
                Schedule
                2hereof)
                from each Promoter,
                pursuant to which each Promoter permits the Investor to take all
                necessary
                action and sign all necessary documents, letters, undertakings etc.
                as may
                be required so as to effect a transfer of the Promoter Shares to
                the
                Investor or any of his nominees, as the case may be, and be registered
                as
                a ‘member’ in respect of the Promoter
                Shares;

            


    

    
      	
              ·  

            	
              the
                shareholding pattern of the Company after the exercise of the pledge
                by
                the Investor.

            


    

    


    
      	
               

            	
              (g)

            	
              The
                Promoters unconditionally
agree,
                acknowledge, undertake and
                confirm that they shall take all necessary
                action and sign
                all necessary documents, letters, undertakings etc. as may be required
                so
                as to effect a transfer of the Promoter Shares to the Investor or
                any of
                his nominees, as the case may be, and be registered as a member
                inrespect of
                the
                Promoter Shares, if called upon by the Investor to do
                so.

            


    

    


    
      	
               

            	
              (h)

            	
              The
                Promoters and the Company agree and acknowledge that the covenants
                and
                obligations under Clauses 3 and 4 relate to special, unique and
                extraordinary matters, and that a violation of any of the terms of
                such
                covenants and obligations will cause the Investor irreparable injury
                and
                hence the Investors shall be entitled to specific performance of
                the
                obligations undertaken by the Company and/or the Promoters under
                Clauses 3
                and 4. 

            


    

    


    
      	
              5.  

            	
               COMPLETION
                EVENTS

            


    

    


    
      	
               

            	
              (a)

            	
              Upon
                fulfillment of all the Conditions Precedent set out in the SSA, to
                the
                satisfaction of the Investor or if specifically waived in writing
                by the
                Investor, the Parties shall proceed to complete the allotment of
                the
                Portion of Subscription Shares to the Investor in the manner provided
                in
                this Clause. 

            


    

    


    
      	
               

            	
              (b)

            	
              At
                Completion, the Company shall: 

            


    

    


    
      	
              ·  

            	
              allot
                and issue to the Investor,
the
                Portion of Subscription
                Shares;

            


    

    


    
      	
              ·  

            	
              deliver
                to the Investor
one
                or more original share
                certificates and other instruments, if any, evidencing the Investor’s title to
                the
                Portion of Subscription Shares;

            


    

    


    
      	
              ·  

            	
              duly
                register, as required by Law,
                the Portion of
                Subscription Shares
                in the Company's registers and provide evidence thereof to the Investor;

            


    

    


    
      	
               

            	
              (c)

            	
              If
                any one or more of the
                Conditions Precedent set out in the SSA are not satisfied
                to the
                satisfaction of the Investor or waived in writing by the Investor,
                the
                Investor shall notify the Promoters and the Company of the non
                satisfaction of the Condition Precedent. Within 7 days of receipt
                of such
                intimation from the Investor, the Promoters shall cause the Company
                to and
                the Company shall refund an amount equivalent to the Portion of
                Subscription Price to the Investor. If the Company fails to make
                repayment
                of the Portion of Subscription Price to the Investor within 7 days
                of
                receipt of notice from the Investor, the Investor’s nominee shall, without
                any further act or approval of the Promoters or the Company, issue
                instructions to the Citibank N.A., to repatriate
                funds lying in the
                Account to the Investor and the Parties shall cause Citibank
                N.A. to forthwith repatriate
                such funds to the Investor.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (d)

            	
              If
                the funds lying in the Account
                is less than the Portion of Subscription Price, the Promoters will
                cause
                the Company to fund the Account with such amount by which the funds
                lying
                in the Account fall short of the Portion of Subscription Price. If
                the
                Promoters fail to cause the Company to fund the shortfall in the
                Portion
                of Subscription Price, or upon the Promoters
                and/or the
                Company committing a breach of any of their obligations under this Agreement
                and more
                specifically under Clause 5 hereof and
                failing to remedy the
                breach within 7 days of being notified of the same by the
                Investor, then,
                without prejudice
                to any of its
                rights under this
                Agreement, the
                Investor shall have a right to forthwith exercise the pledge
                and at
                its discretion, require
                the Board to allot to
                itself, Portion of Subscription Shares andtake all necessary
                action,to
                be registered as a member of
                the Company in respect of the Promoter Sharesand or Portion
                of Subscription
                Shares.

            


    

    


    
      	
               

            	
              (e)

            	
              Upon
                the Promoters and/or the
                Company committing a breach of any of their obligations under Clause
                5(d)hereof
                and failing to remedy the
                breach within 7 days of being notified of the same by the Investor
                and the
                Investor being unable to exercise the pledge and / or be registered
                as a
                member in respect of the Promoter Shares or any part thereof, due
                to any
                reason whatsoever, the Investor shall be entitled, pending subscription
                to
                the Subscription Shares, to be allotted
                Portion of
                Subscription Shares and to subscribe
                to such number of
                shares in the Company as will bring its
                shareholding to 51% of the
                paid up share capital of the Company as on such date (“Additional
                Shares”). Upon exercise of such option by the Investor, and upon infusion
                of funds by the Investor towards subscription to the Additional Shares,
                the Company shall allot Additional Shares to the Investor and at
                such
                price as may be determined by the Investor, provided that the pricing
                shall be in accordance with the laws of India.
                Upon exercise of such option by
                the Investor, the Investor shall be entitled to appoint majority
                directors on the
                Board and exercise all rights
                available to the
                Investor under law, as a 51% shareholder in the
                Company.

            


    

    


    
      	
               

            	
              (f)

            	
              The
                Promoters and the Company
                hereby undertake that they shall, upon exercise by the Investor of
                its
                right under Clauses 5(d)and
5(e)
above,
                cooperate with the Investor
                and take all necessary steps to ensure that the name of the Investor
                or
                any Person nominated by the Investor is registered as a ‘member’ in the
                register of members of the Company in respect of the Promoter
                Sharesand Additional
                Shares.

            


    

    


    
      	
               

            	
              (h)

            	
              In
                the event of enforcement of
                pledge by the Investor, of the Promoter Shares, or in the event of
                the
                Promoters committing a breach of any of their obligations of causing
                the Company to perform
                its obligations, or
                in the event of subscription by the Investor, to Additional Shares,
                in the
                circumstances set out in Clause 5(e)above,
subject
                to the rights available to
                the Investor to appoint majority Directors on the Board and exercise
                all rights
                available
                to the Investor under law, as a 51% shareholder in the Company, the provisions
                of the
                Shareholders Agreement will get triggered. However, notwithstanding
                anything to the contrary contained in the Shareholders Agreement,
                the Investor
                shall
                not be subject to any restrictions on transfer of Portion of Subscription
Shares
                or Promoter Shares or
                Additional Shares, whether set out in the Shareholders Agreement
or
                otherwise and the provision of
                this clause shall supersede anything to the contrary contained in
                the
                Shareholders
                Agreement or under
                any other agreement entered into between the Parties.However, the
                Promoters and the
                Company agree that they shall be bound by Clauses 6, 7, 8 and 9 of
                the
                Shareholders Agreement.

            


    

    


    
      	
              6.  

            	
              BOARD
                REPRESENTATION

            


    

    


    
      	
               

            	
              (a)

            	
              The
                Parties agree and acknowledge that the Investor shall be entitled
                to
                appoint one director on the Board effective upon Funding and that
                such
                director shall be appointed under Section 255(2) of the Act. The
                Promoters
                and the Company shall not be entitled to remove the Director
                appointed/nominated by the Investor, unless required by Law.
                

            


    

    


    
      	
               

            	
              (b)

            	
              The
                right of nomination and appointment of the director conferred on
                the
                Investor under Clause 6(a) shall include the right at any time to
                remove
                from office any such persons nominated or appointed by them and from
                time
                to time determine the period for which such persons shall hold office
                as
                Director. If the Investor desires that any director nominated or
                appointed
                by it should cease to be a director of the Company, the Promoters
                shall
                cause, and shall exercise its voting rights in such manner, so as
                to
                ensure such removal and appointment of new director nominated by
                the
                Investor to replace the director so removed as soon as may be practicable.
                

            


    

    


    
      	
               

            	
              (c)

            	
              The
                director appointed/nominated by the Investor shall be entitled to
                receive
                all notices, agenda, etc. and to attend all General Meetings and
                Board
                Meetings and Meetings of any Committees of the Board of which they
                are
                members. 

            


    

    


    
      	
               

            	
              (d)

            	
              In
                the event the Investor or any of its Affiliates cease to (i) be
                shareholders of the Company, then all the rights of the Investor
                as a
                Shareholder shall automatically terminate and the Investor shall
                cause his
                nominee Director to resign from the Board.


            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              7.  

            	
              VALIDITY
                OF
                SSA

            


    

    


    
      	
               

            	
              (a)

            	
              Except
                to the extent specifically modified by this Agreement, all the terms
                of
                the SSA shall survive and continue to remain valid and binding on
                the
                Parties. Reference in the SSA to subscription to Investor Shares
                or
                Subscription Shares respectively, wherever they appear, shall be
                deemed to
                mean subscription to Investor Shares or Subscription Shares as
                respectively reduced by the Portion of Subscription Shares and Additional
                Shares and reference to payment of Investor Price or Subscription
                Price,
                respectively, wherever they appear in the SSA, shall be deemed to
                mean
                payment of Investor Price or Subscription Price as respectively reduced
                by
                the Portion of Subscription Price and price paid for the Additional
                Shares. 

            


    

    


    
      	
               

            	
              (b)

            	
              This
                Agreement shall become effective upon the execution and delivery
                of this
                Agreement by the Investor, the Promoters and the Company.
                

            


    

    


    
      	
               

            	
              (c)

            	
              Except
                as expressly set forth in this Agreement, all agreements, covenants,
                undertakings, provisions, stipulations, and promises contained in
                the SSA
                are hereby ratified, readopted, approved, and confirmed and remain
                in full
                force and effect. 

            


    

    


    
      	
              8.  

            	
              RESOLUTION
                OF
                DISPUTES

            


    

    


    
      	
               

            	
              (a)

            	
              Amicable
                Settlement: If any dispute arises between Investor and/or the Promoters
                and/or Company during the subsistence of this Agreement or thereafter,
                in
                connection with the validity, interpretation, implementation or alleged
                breach of any provision of this Agreement or regarding a question,
                including the question as to whether the termination of this Agreement
                by
                one Party hereto has been legitimate (“Dispute”), the disputing Parties
                hereto shall endeavour to settle such Dispute amicably. The attempt
                to
                bring about an amicable settlement shall be considered to have failed
                if
                not resolved within 60 days from the date of the Dispute.
                

            


    

    


    
      	
               

            	
              (b)

            	
              Conciliation:
                If the Parties are unable to amicably settle the Dispute in accordance
                with Clause 8(a) within the period specified therein, the Parties
                shall
                forthwith but not later than 30 days after expiry of the aforesaid
                period,
                refer the Dispute to Mr. Ram Mukunda and Mr. R.L. Srivastava for
                resolution of the said Dispute. The attempt to bring about such resolution
                shall be considered to have failed if not resolved within 30 days
                from the
                date of receipt of a written notification in this regard.
                

            


    

    


    
      	
               

            	
              (c)

            	
              Arbitration:
                If the Parties are unable to amicably settle the Dispute in accordance
                with Clause 8(b) within the period specified therein, any Party to
                the
                Dispute shall be entitled to serve a notice invoking this Clause
                and
                making a reference to an arbitration panel of three arbitrators.
                Each
                party to the dispute shall appoint one arbitrator within 30 days
                of
                receipt of the notice of the Party making the reference, and the
                two
                arbitrators, so appointed shall appoint a third arbitrator. The
                Arbitration proceedings shall be held in accordance with the Arbitration
                and Conciliation Act, 1996. The decision of the arbitration panel
                shall be
                binding on all the Parties to the Dispute.


            


    

    


    
      	
               

            	
              (d)

            	
              The
                place of the arbitration shall be Mumbai, India.
                

            


    

    


    
      	
               

            	
              (e)

            	
              The
                arbitration proceedings shall be governed by the laws of India.
                

            


    

    


    
      	
               

            	
              (f)

            	
              The
                proceedings of arbitration shall be in the English language.
                

            


    

    


    
      	
               

            	
              (g)

            	
              The
                Arbitrator’s award shall be substantiated in writing. The court of
                arbitration shall also decide on the costs of the arbitration proceedings.
                The cost of arbitration shall be borne by the Company.
                

            


    

    


    
      	
               

            	
              (h)

            	
              The
                award shall be binding on the Parties subject to the Applicable Laws
                in
                force and the award shall be enforceable in any competent court of
                law.
                

            


    

    


    
      	
               

            	
              (i)

            	
              The
                Mumbai court (including any appellant court) in India shall have
                exclusive
                jurisdiction. 

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	
              9.  

            	
              MISCELLANEOUS

            


    

    


    
      	
               

            	
              (a)

            	
              No
                Implied Waiver 

            


    

    


    Subject
      to the terms of this Agreement, the execution, delivery and performance of
      this
      Amendment Agreement shall not, except as expressly provided herein, constitute
      a
      waiver or modification of any provision of, or operate as a waiver of any right,
      power or remedy of the Parties under the SSA or prejudice any right or remedy
      that either Party may have or may have in the future under or in connection
      with
      the SSA or any instrument or agreement referred to therein.  The
      Parties hereto acknowledge and agree that the Representations and Warranties
      of
      the Parties contained in the SSA, the clauses on, including but not limited
      to
      indemnity and confidentiality shall survive the execution and delivery of this
      Amendment Agreement and the effectiveness hereof.

    


    
      	
               

            	
              (b)

            	
              Governing
                law 

            


    

    


    This
      Agreement shall be governed and construed in accordance with the laws of
      India.

    
      	
               

            	
              
              

            


    

    
      	
               

            	
              (c)

            	
              Costs
                

            


    

    


    Each
      Party shall bear its own expenses incurred in preparing this
      Agreement.  The Company shall pay the stamp duty and other costs in
      respect of this Agreement and the issue and allotment of the Portion of
      Subscription Shares to the Investor.

    


    
      	
               

            	
              (d)

            	
              Execution
                in Counterparts 

            


    

    


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

    


    
      	
               

            	
              (e)

            	
              Assignment
                

            


    

    


    This
      Agreement and the rights and liabilities hereunder shall bind and inure to
      the
      benefit of the respective successors of the Parties hereto, but no Party shall
      assign or transfer any of its rights and liabilities hereunder to any other
      Person without the prior written consent of the other Parties, which will not
      be
      unreasonably withheld. Notwithstanding anything stated above, the Investor
      shall
      be entitled to assign its rights and obligations hereunder, including its rights
      over the pledge of Promoter Shares, to any of its Affiliates or its holding
      company or ultimate parent company or their Affiliates, without the consent
      of
      the other Parties.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF THE PARTIES TO THIS AMENDMENT AGREEMENT HAVE SET AND SCRIBED
      THEIR HANDS AT MUMBAI, ON THE DAY MONTH AND YEAR FIRST NOTED ABOVE, IN PRESENCE
      OF:

    


    
      	
              SIGNED
                AND
                DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "INVESTOR
                "

            	
              )

            
	
              INDIA
                GLOBALIZATION CAPITAL,
                INC.

            	
              )

            
	
              ON
                THE 19thDAY
                OF DECEMBER,2007

            	
              )

            


    

    


    
      	
              IN
                THE PRESENCE
                OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	
              NAME
                AND
                ADDRESS:

            	
              )

            
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND
                DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "COMPANY"

            	
              )

            
	
              BY
                THE HAND OF
                Mr.

            	
              )

            
	
              R.
                L. SRIVASTAVAPURSUANT TO
                THE

            	
              )

            
	
              RESOLUTION
                PASSED BY THE
                BOARD

            	
              )

            
	
              ON
                THE 17th DAY
                OF DECEMBER,2007

            	
              )

            
	 	 
	
              IN
                THE PRESENCE
                OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	
              NAME
                AND
                ADDRESS:

            	
              )

            
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND
                DELIVERED

            	
              )

            
	
              BY
MR.
                R. L. SRIVASTAVA FOR
                HIMSELF AND ON BEHALF
                OFTHE "Promoters"

            	
              )

            
	 	
              )

            
	
              ON
                THE 19th DAY
                OF DECEMBER,2007

            	
              )

            
	 	 
	
              IN
                THE PRESENCE
                OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND
                ADDRESS:

            	
              )

            


    

    


    


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    


     

    SCHEDULE
      1

     

     

    NAME
      AND DETAILS OF
      PROMOTERS

     

    


    


    
      	
              Name
                of
                Shareholder

              
              

            	
              Number
                of
                Shares

              
              

            	
              %
                shareholding on a Fully Diluted
                Basis

              
              

            
	
              Ravindra
                Lal
                Srivastava 

            	
              1579711

            	
              53.88 
                

            
	
              Indravati
                Devi Srivastava

            	
              1152640

            	
              39.31

            
	
              Sankata
                Prasad Srivastava

            	
              96640

            	
              3.30

            
	
              Bihari
                Lal Srivastava

            	
              16000

            	
              0.55

            
	
              Ramdulare
                Lal Srivastava

            	
              55168

            	
              1.88

            
	
              Ramdulari
                Devi Srivastava

            	
              32000

            	
              1.09

            
	
              Total

            	
              2932159

            	
              100

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2

     

    FORM
      OF POWER OF
      ATTORNEY

     

    


    TO
      ALL TO WHOM THESE PRESENTS SHALL
      COME, I, Ravindra Lal
      Srivastava, an Indian
      inhabitant having my address at Sricon House 25, Pragati Layout, Rajeev
      Nagar, Nagpur, India (the
“Pledgor”) SEND GREETINGS:

    


    And
      Whereas the Pledgor is the legal and
      beneficial owner of 15,79,711 Equity Shares (“Equity
      Shares”) of
Sricon
      Infrastructure Private
      Limited, a company registered
      under the Companies Act, 1956 and having its registered office at Sricon
      House 25, Pragati Layout, Rajeev Nagar, Nagpur, India (the “Company”) having full legal
      right, title and interest in those Equity Shares with power to deal with such
      Equity Shares in any manner the Pledgor thinks fit.

    


    And
      Whereas the Pledgor, the Company and
      India Globalisation Capital, Inc. a company organised under the laws of the
      State of Maryland and having its office address at 4336 Montgomery Avenue
      Bethesda, MD 20814 (“Pledgee”) have entered into an Amendment Agreement
      dated December 19, 2007 (“Amendment
Agreement”),
      pursuant to which the
      Investor has agreed to
subscribe
      to Portion of Subscription
      Shares
(as defined in the
Amendment
Agreement).

    


    And
      Whereas the Pledgor along with the
      other Promoters of the Company (as defined in the Amendment Agreement)
      have undertaken
      to cause the Company to
      perform certain obligations under the AmendmentAgreement.

    


    And
      Whereas the Pledgor has secured the
performance by it of
      its
      obligations to cause the Company to do certain acts, by pledging and creating
      a charge on
15,79,711Equity Shares of
      the Company held by the
      Promoters (hereinafter
      referred to as the “Pledged Shares”).

    


    Pursuant
      to Clause 4(c) of
      the Amendment Agreement,
      the Pledgor has undertaken
      and agreed to irrevocably appoint the Pledgee as its attorney-in-fact to
take all necessary action
      and sign all necessary documents, letters, undertakings etc. as may be required
      so as to effect a transfer of the Pledged Shares to the Pledgee or any of his
      nominees. In pursuance of
      the above, the Pledgor is desirous of appointing the Pledgee as its
      Attorney.

    


    Capitalized
      terms not defined herein
      shall have the meanings ascribed to them in the Amendment Agreement.

    


    
      	
               

            	
              NOW
                KNOW YE ALL AND THESE PRESENTS
                WITNESS THAT

            


    

    


    The
      Pledgor does hereby irrevocably
      nominate, constitute and appoint the Pledgee (i.e. INDIA GLOBALISATION CAPITAL,
      INC. a company organised under the laws of the State of Maryland acting directly or indirectly
      through
      one or more of its newly formed non US Affiliates, alongwith such newly formed
      non-US Affiliates, and
      having its office address at 4336
      Montgomery Avenue Bethesda, MD 20814, or any hereinafter
      referred to as Attorney) to
      be the true and lawful Attorney of the Pledgor and in his name and on his behalf
      and at his risk and costs, to do or cause to be done the following acts, deeds,
      matters or things, that is to say:

    


    
      	
              1.  

            	
              at
                any time, to take any action
                and execute any instrument, deed, document, undertaking etc. that
                the
                Attorney may deem necessary or advisable to keep the charge or pledge
                created over the Pledged Shares secured and in full force and
                effect.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              at
                any time after the Pledgor
                and/or the Company commit a breach of the provisions of the Amendment Agreement,
                in the opinion of the
                Investor:

            


    

    


    
      	
              a)  

            	
              to
                execute any instrument, deed, document, undertaking including necessary
                transfer forms as transferor in respect of all the Pledged Shares
                in the
                name of the Pledgor including revalidation of blank transfer forms
                duly
                signed by the Pledgor in respect of the Pledged Shares so as to effect
                a
                transfer of the Pledged Shares to the Pledgee or its nominee, as
                the case
                may be, and to ensure that the name of the Pledgee and/or its nominee
                is
                incorporated in the ‘register of members’ as a ‘member’ in respect of the
                Pledged Shares;

            


    

    


    
      	
              b)  

            	
              to
                sign on behalf of the Pledgor
                the consent letter in the form as set out herein;

            


    

    


    
      	
              c)  

            	
              to
                vote at all or any meetings of
                the shareholders of the Company or otherwise to act as the Pledgor’s
                attorney or attorney’s representative(s) or proxy(ies) in respect of the
                Pledged Shares; and

            


    

    


    
      	
              d)  

            	
              to
                appoint any proxy (ies) to
                represent the Pledgor at all or any meetings of
                the  shareholders of the Company with full authority to vote at
                such meetings in such manner as the Attorney may deem
                fit.

            


    

    


    
      	
              3.  

            	
              at
                any time, to make such
                declaration in respect of the Pledged Shares as may be in the opinion
                of
                the said Attorney required or necessary in
                law.

            


    

    


    
      	
              4.  

            	
              at
                any time, to enter into, make, sign, execute, deliver, acknowledge
                and
                perform all engagements, contracts, agreements, indentures, papers,
                documents, writings, things, deeds etc. that may be necessary or
                proper to
                be entered into and signed, sealed, executed, delivered, acknowledged
                and
                performed for the purposes of giving effect to the transfer of the
                Pledged
                Shares to the Pledgee and/or its
                nominee.

            


    

    


    
      	
              5.  

            	
              at
                any time, to offer the Pledged Shares for dematerialisation or
                rematerialisation pursuant to the Depositories Act, 1996 and the
                rules
                made and to obtain registration of the names of the beneficial owners
                thereof in the records of the Depository or any other intermediary,
                and to
                do all acts, deeds and things, and to execute and deliver all deed,
                documents and writing in order to obtain and implement dematerialisation
                or rematerialisation of the Pledged
                Shares.

            


    

    


    
      	
              6.  

            	
              to
                act in relation to these
                premises as fully and effectually in all respects as we the Pledgor
                ourselves could do if personally
                present.

            


    

    


    


    AND
      WE HEREBY agree to ratify and
      confirm all and whatsoever our said Attorney shall do or purport to do or cause
      to be done by virtue of these presents.

    


    AND
      WE HEREBY declare that this Power of
      Attorney is and shall be irrevocable until the complete transfer of all the
      Promoter Shares
from
      the Promoters
to the Investor
      in accordance with the
Amendment Agreement.

    


    IN
      WITNESS WHEREOF the Pledgor has
      caused this Power of Attorney to be executed by its duly authorized signatory
      on
      the day, month and year first above written.

    


    SIGNED
      AND DELIVERED BY [Insert name of
      each Promoter whose Shares are being pledged].

    


    


    NOTARY

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
2A

     

    


     

     

    SPECIMEN
      FORM OF CONSENT LETTER OF PROMOTERS

     

    [On
      the letterhead of the Promoters]

    


    [Insert
      Date]

    


    Dear
      Sir,

    
      	
              Re:

            	
              Acquisition
                of
                15,79,711 equity shares of Sricon Infrastructure Private Limited
                (“Company”) by India Globalisation Capital, Inc. (“Purchaser”) from Indian
                resident shareholders

            


    

    


    


    I
      hereby
      accord my consent for the transfer of 15,79,711 equity shares held by me in
      Company to the Purchaser at a price of Rs. 254.84/- per share.

    


    I
      request
      you to kindly take the above 'no objection' on record.

    


     

    Yours
      faithfully,

     

    


    


    [Name
      of Promoter]

    


    


    


    
      
        
        

      

      
        13