ex10-5.htm


    EXHIBIT
      10.5

     

     

     

    FORM
      REGISTRATION RIGHTS AGREEMENT

    


    


    THIS
      REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the
      ___
      day of _____________ 200__, by and among: India Globalization Capital, Inc.,
      a
      Maryland corporation (the "Company"); and the undersigned parties listed under
      Investors on the signature pages hereto (each, an "Investor" and collectively,
      the "Investors").

    


    This
      Agreement is made pursuant to the Note Purchase Agreement, dated as of the
      date
      hereof, between the Company, each Investor and certain other parties for the
      purchase of certain promissory notes (the “Notes”) in the aggregate principal
      amount specified therein and, under certain conditions, shares of the Company’s
      Common Stock (the "Purchase
      Agreement").

    


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

    


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

    


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

    


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

    


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

    


    "COMPANY"
      is defined in the preamble to this Agreement

    


    "DEMAND
      REGISTRATION" is defined in Section 2.1.1.

    


    "DEMANDING
      HOLDER" is defined in Section 2.1.1.

    


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

    


    "FORM
      S-3" is defined in Section 2.3.

    


    "INDEMNIFIED
      PARTY" is defined in Section 4.3.

    


    "INDEMNIFYING
      PARTY" is defined in Section 4.3.

    


    "INVESTOR"
      is defined in the preamble to this Agreement.

    


    
      
        
        

      

      
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    "INVESTOR
      INDEMNIFIED PARTY" is defined in Section 4.1.

    


    "MAXIMUM
      NUMBER OF SHARES" is defined in Section 2.1.4.

    


    "NOTICES"
      is defined in Section 6.3.

    


    "PIGGY-BACK
      REGISTRATION' is defined in Section 2.2.1.

    


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

    


    “REGISTRABLE
      SECURITIES” means (A)  all shares of Common Stock of the Company
      issuable pursuant to the Purchase Agreement to the Investors that are party
      to
      this Agreement, and (B) any securities issued or issuable upon any stock split,
      dividend or other distribution, recapitalization or similar event with respect
      to the foregoing, provided,
      that the
      Investor has completed and delivered to the Company a Selling Shareholder
      Questionnaire attached hereto as Exhibit A; and provided, further,
      that an
      Investor’s securities shall cease to be Registrable Securities upon the earliest
      to occur of the following: (A) a sale pursuant to a Registration Statement
      or
      Rule 144 under the Securities Act (in which case, only such security sold shall
      cease to be a Registrable Security); or (B) such security becoming eligible
      for
      sale by the Investor pursuant to Rule 144(k) under the Securities
      Act.

    


    "REGISTRATION
      STATEMENT" means a registration statement filed by the Company with the
      Commission in compliance with the Securities Act and the rules and regulations
      promulgated thereunder for a public offering and sale of Common Stock (other
      than a registration statement on Form S-4 or Form S-8, or their successors,
      or
      any registration statement covering only securities proposed to be issued in
      exchange for securities or assets of another entity or for equity compensation
      plans, or a registration on any registration form that does not permit secondary
      sales.

    


    "RELEASE
      DATE" means the date on which shares of Common Stock are issued by the Company
      pursuant to the Purchase Agreement.

    


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

    


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

     

    
      
        
        

      

      
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    2.           
      REGISTRATION RIGHTS.

    


    2.1
      DEMAND REGISTRATION.

    


    2.1.1
      REQUEST FOR REGISTRATION. At any time and from time to time on or after the
      Release Date, the holders of a majority-in-interest of the Registrable
      Securities held by the Investors  may make a written demand for
      registration under the Securities Act of all of the Registrable Securities
      then
      outstanding (a "DEMAND REGISTRATION"). Any demand for a Demand Registration
      shall specify the number of shares of Registrable Securities proposed to be
      sold
      and the intended method(s) of distribution thereof. The Company will notify
      all
      holders of Registrable Securities of the demand, and each holder of Registrable
      Securities who wishes to include all or a portion of such holder's Registrable
      Securities in the Demand Registration (each such holder including shares of
      Registrable Securities in such registration, a "DEMANDING. HOLDER") shall so
      notify the Company within fifteen (15) days after the receipt by the holder
      of
      the notice from the Company. Upon any such request, the Demanding Investors
      shall be entitled to have their Registrable Securities included in the Demand
      Registration, subject to Section 2.1.4 and the provisos set forth in Section
      3.1.1. The Company shall not be obligated to effect more than an aggregate
      of
      one (1) Demand Registration under this Section 2.1.1 in respect of Registrable
      Securities.

    


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

    


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

    


    2.1.4
      REDUCTION OF OFFERING.  Subject to the rights of the holders of
      securities issued or issuable upon exercise of those certain Unit Purchase
      Options issued to Ferris, Baker Watts, Inc. or its designees in connection
      with
      the Company's initial public offering in 2005 and the holders of securities
      that
      are subject to registration rights agreements entered into prior to the date
      hereof, if the managing Underwriter or Underwriters for a Demand Registration
      that is to be an underwritten offering advises the Company and the Demanding
      Investors in writing that the dollar amount or number of shares of Registrable
      Securities which the Demanding Investors desire to sell, taken together with
      all
      other shares of Common Stock or other securities which the Company desires
      to
      sell and the shares of Common Stock, if any, as to which registration has been
      requested pursuant to written contractual piggy-back registration rights held
      by
      other shareholders of the Company who desire to sell, exceeds the maximum dollar
      amount or maximum number of shares that can be sold in such offering without
      adversely affecting the proposed offering price, the timing, the distribution
      method, or the probability of success of such offering (such maximum dollar
      amount or maximum number of shares, as applicable, the "MAXIMUM NUMBER OF
      SHARES"), then the Company shall include in such registration: (i) first, the
      Registrable Securities as to which Demand Registration has been requested by
      the
      Demanding Investors (pro rata in accordance with the number of shares of
      Registrable Securities which such Demanding Investor has requested be included
      in such registration, regardless of the number of shares of Registrable
      Securities held by each Demanding Investor) that can be sold without exceeding
      the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number
      of Shares has not been reached under the foregoing clause (i), the shares of
      Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (iii) third, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clauses (i) and (ii), the shares of Common Stock for the account of other
      persons that the Company is obligated to register pursuant to written
      contractual arrangements with such persons and that can be sold without
      exceeding the Maximum Number of Shares; and (v) fourth, to the extent that
      the
      Maximum Number of Shares have not been reached under the foregoing clauses
      (i),
      (ii), and (iii), the shares of Common Stock that other shareholders desire
      to
      sell that can be sold without exceeding the Maximum Number of
      Shares.

     

    
      
        
        

      

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

     

    2.1.6  The
      Company shall not be required to effect a registration pursuant to this
      Section 2.1:

    


    (i)           
      during the period starting with the date that is 30 days prior to the filing
      of,
      and ending on the date 180 days following the effective date of, a Registration
      Statement pertaining to a public offering, other than pursuant to a Registration
      Statement relating to an employee benefit plan;

    


    (ii)           
      if the Company shall furnish to the Demanding Investors a certificate signed
      by
      the Chief Executive Officer of the Company stating that in the good faith
      judgment of the Company, it would be detrimental to the Company and its
      stockholders for such registration statement to be effected at such time, in
      which event the Company shall have the right to defer such filing for a period
      of not more than 120 days following receipt of the request for Demand
      Registration;

    


    (iii)           
      if the Company shall furnish to the Demanding Investors a certificate signed
      by
      the Chief Executive Officer of the Company that it intends to engage in a
      registered public offering within 90 days following receipt of the request
      for
      Demand Registration; or

    


    (iv)           
      if the Demanding Investors propose to dispose of Registrable Securities that
      may
      be immediately registered on Form S-3 pursuant to a request made pursuant
      to Section 2.5 below.

    


    2.2
      PIGGY-BACK REGISTRATION.

    


    2.2.1
      PIGGY-BACK RIGHTS. If at any time on or after the Release Date the Company
      proposes to file a Registration Statement under the Securities Act with respect
      to an offering of equity securities, or securities or other obligations
      exercisable or exchangeable for, or convertible into, equity securities, by
      the
      Company for its own account or for shareholders of the Company for their account
      (or by the Company and by shareholders of the Company including, without
      limitation, pursuant to Section 2.1), other than a Registration Statement (i)
      filed in connection with any employee stock option or other benefit plan, (ii)
      for an exchange offer or offering of securities solely to the Company's existing
      shareholders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then the
      Company shall (x) give written notice of such proposed filing to the holders
      of
      Registrable Securities as soon as practicable but in no event less than ten
      (10)
      days before the anticipated filing date, which notice shall describe the amount
      and type of securities to be included in such offering, the intended method(s)
      of distribution, and the name of the proposed managing Underwriter or
      Underwriters, if any, of the offering, and (y) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares ofRegistrable
      Securities as such holders may request in writing within five calendar (5)
      days
      following receipt of such notice (a "PIGGY-BACK REGISTRATION"). The Company
      shall cause such Registrable Securities to be included in such registration
      and
      shall use its commercially reasonable efforts to cause the managing Underwriter
      or Underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggy-Back Registration to be included
      on the same terms and conditions as any similar securities of the Company and
      to
      permit the sale or other disposition of such Registrable Securities in
      accordance with the intended method(s) of distribution thereof. All holders
      of
      Registrable Securities proposing to distribute their securities through a
      Piggy-Back Registration that involves an Underwriter or Underwriters shall
      enter
      into an underwriting agreement in customary form with the Underwriter or
      Underwriters selected for such Piggy-Back Registration.

     

    
      
        
        

      

      
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    2.2.2
      REDUCTION OF OFFERING. Subject to the rights of the holders of securities issued
      or issuable upon exercise of those certain Unit Purchase Options issued to
      Ferris, Baker Watts, Inc. or its designees in connection with the Company's
      initial public offering in 2005 and the holders of securities that are subject
      to registration rights agreements entered into prior to the date hereof, if
      the
      managing Underwriter or Underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Registrable
      Securities in writing that the dollar amount or number of shares of Common
      Stock
      which the Company desires to sell, taken together with shares of Common Stock,
      if any, as to which registration has been demanded pursuant to written
      contractual arrangements with persons other than the holders of Registrable
      Securities hereunder, the Registrable Securities as to which registration has
      been requested under this Section 2.2, and the shares of Common Stock, if any,
      as to which registration has been requested pursuant to the written contractual
      piggy-back registration rights of other shareholders of the Company, exceeds
      the
      Maximum Number of Shares, then the Company shall include in any such
      registration:

    


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

     

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

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

    


    2.2.3
      WITHDRAWAL. Any holder of Registrable Securities may elect to withdraw such
      holder's request for inclusion of Registrable Securities in any Piggy-Back
      Registration by giving written notice to the Company of such request to withdraw
      prior to the effectiveness of the Registration Statement. The Company may also
      elect to withdraw a registration statement at any time prior to the
      effectiveness of the Registration Statement.

    


    2.3
      REGISTRATIONS ON FORM S-3. The holders of Registrable Securities may at any
      time
      and from time to time, request in writing that the Company register the resale
      of any or all of such Registrable Securities on Form S-3 or any similar
      short-form registration which may be available at such time ("FORM S-3");
      PROVIDED, HOWEVER, that the Company shall not be obligated to effect such
      request through an underwritten offering. Upon receipt of such written request,
      the Company will promptly give written notice of the proposed registration
      to
      all other holders of Registrable Securities, and, as soon as practicable
      thereafter, effect the registration of all or such portion of such holder's
      or
      holders' Registrable Securities as are specified in such request, together
      with
      all or such portion of the Registrable Securities of any other holder or holders
      joining in such request as are specified in a written request given within
      fifteen (15) days after receipt of such written notice from the Company;
      PROVIDED, HOWEVER, that the Company shall not be obligated to effect any such
      registration pursuant to this Section 2.3: (i) if Form S-3 is not available
      for
      such offering; or (ii) if the holders of the Registrable Securities, together
      with the holders of any other securities of the Company entitled to inclusion
      in
      such registration, propose to sell Registrable Securities and such other
      securities (if any) at any aggregate price to the public of less than
      $1,000,000, (iii) if the Company shall furnish to the initiating holder(s)
      of
      the Registrable Securities a certificate signed by the Chief Executive Officer
      of the Company that the Company intends to engage in a registered public
      offering within 90 days following receipt of the Form S-3 request or (iv) if
      the
      Company shall furnish to the initiating holders(s) of the Registrable Securities
      a certificate signed by the Chief Executive Officer of the Company stating
      that
      in the good faith judgment of the Company, it would be detrimental to the
      Company for such Form S-3 registration to be effected at such time, in
      which event the Company shall have the right to defer the filing of the
      Form S-3 registration statement for a period of not more than 120 days
      following receipt of the Form S-3 Request or (v) if the Company has already
      effected a registration on Form S-3 pursuant to this
      Section 2.3.

    


    2.3.1  Notwithstanding
      the foregoing, the Company shall have the right, upon giving written notice
      to
      the holders that have exercised such right, to require each holder not to sell
      any Registrable Securities pursuant to the Form S-3 for a reasonable period
      (as
      determined in good faith by the Company) from the date on which such notice
      is
      given (a "black-out
      period"), if (i)(A) the Company is engaged in or proposes to engage in
      discussions or negotiations with respect to, or has proposed or taken a
      substantial step to commence, or there otherwise is pending, any merger,
      acquisition, other form of business combination, divestiture, tender offer,
      financing or other transaction, or there is an event or state of facts relating
      to the Company, in each case which is material to the Company (any such
      negotiation, step, event or state of facts being herein called a "Material Activity"),
      (B) in the good faith judgment of the Company, disclosure of such Material
      Activity would be necessary under applicable securities laws, and (C) such
      disclosure would, in the good faith judgment of the Company, be adverse to
      the
      interests of the Company, or (ii) the Company, in its good faith judgment,
      deems
      it necessary to file a post-effective amendment to the Form S-3 Registration
      Statement or to prepare a supplement to, or otherwise amend, the form of
      prospectus contained therein.  During any such black-out period each
      Investor agrees not to sell any Registrable Securities under the Form S-3
      Registration Statement for such period of time as the Company may in good faith
      deem advisable.

    


    
      
        
        

      

      
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    3.            
      REGISTRATION PROCEDURES.

    


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

    


    3.1.1
      FILING REGISTRATION STATEMENT. The Company shall, as expeditiously as possible
      and in any event within sixty (60) days after receipt of a request for a Demand
      Registration pursuant to Section 2.1, prepare and file with the Commission
      a
      Registration Statement on any form for which the Company then qualifies or
      which
      counsel for the Company shall deem appropriate and which form shall be available
      for the sale of all Registrable Securities to be registered thereunder in
      accordance with the intended method(s) of distribution thereof, and shall use
      its commercially reasonable efforts to cause such Registration Statement to
      become and remain effective for the period required by Section 3.1.3; PROVIDED,
      HOWEVER, that the Company shall have the right to defer any Demand Registration
      for up to thirty (30) days, and any Piggy-Back Registration for such period
      as
      may be applicable to deferment of any demand registration to which such
      Piggy-Back Registration relates, in each case if the Company shall furnish
      to
      the holders a certificate signed by the Chief Executive Officer of the Company
      stating that, in the good faith judgment of the Board of Directors of the
      Company, it would be materially detrimental to the Company and its shareholders
      for such Registration Statement to be effected at such time; PROVIDED FURTHER,
      HOWEVER, that the Company shall not have the right to exercise the right set
      forth in the immediately preceding proviso more than once in any 365-day period
      in respect of a Demand Registration hereunder.

    


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

    


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

    


    3.1.4
      NOTIFICATION. After the filing of a Registration Statement, the Company shall
      promptly, and in no event more than five (5) business days after such filing,
      notify the holders of Registrable Securities included in such Registration
      Statement of such filing, and shall further notify such holders promptly and
      confirm such advice in writing in all events within two (2) business days of
      the
      occurrence of any of the following: (i) when such Registration Statement becomes
      effective; (ii) when any post-effective amendment to such Registration Statement
      becomes effective; (iii) the issuance or threatened issuance by the Commission
      of any stop order (and the Company shall take all actions required to prevent
      the entry of such stop order or to remove it if entered); and (iv) any request
      by the Commission for any amendment or supplement to such Registration Statement
      or any prospectus relating thereto or for additional information or of the
      occurrence of an event requiring the preparation of a supplement or amendment
      to
      such prospectus so that, as thereafter delivered to the purchasers of the
      securities covered by such Registration Statement, such prospectus will not
      contain an untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein
      not misleading, and promptly make available to the holders of Registrable
      Securities included in such Registration Statement any such supplement or
      amendment.

    


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

    


    
      
        
        

      

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

    


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

    


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

    any
      disposition pursuant to such registration statement and any attorney, accountant
      or other professional retained by any holder of Registrable Securities included
      in such Registration Statement or any Underwriter, all financial and other
      records, pertinent corporate documents and properties of the Company, as shall
      be necessary to enable them to exercise their due diligence responsibility,
      and
      cause the Company's officers, directors and employees to supply all information
      requested by any of them in connection with such Registration Statement,
      provided that such parties must first agree to execute a customary
      non-disclosure agreement..

    


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

    


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

    


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

    


    3.2.  MARKET
      STAND-OFF AGREEMENT; AGREEMENT TO FURNISH INFORMATION.  Each holder of a
      Registrable Security hereby agrees that such holder shall not sell or enter
      into
      any hedging or similar transaction with the same economic effect as a sale,
      transfer, make any short sale, or grant any option for the purchase, of any
      Common Stock (or other securities) of the Company held by such holder (other
      than those, if any, included in the registration) for a period specified by
      the
      Company or representative of the underwriters of Common Stock (or other
      securities) of the Company not to exceed 180 days following the effective date
      of a registration statement of the Company filed under the Securities
      Act.  Each holder agrees to execute and deliver such other agreements
      as may be reasonably requested by the Company or the underwriter which are
      consistent with the foregoing or which are necessary to give further effect
      thereto. In addition, if requested by the Company or the representative of
      the
      underwriters of Common Stock (or other securities) of the Company, each holder
      shall provide, within 10 days of such request, such information as may be
      required by the Company or such representative in connection with the completion
      of any public offering of the Company's securities pursuant to a registration
      statement filed under the Securities Act. The Company may impose stop-transfer
      instructions with respect to the shares of Common Stock (or other securities)
      subject to the foregoing restriction until the end of said 180 day
      period.  Each holder agrees that any transferee of any shares of
      Registrable Securities shall be bound by this Section 3.2.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    3.3
      REGISTRATION EXPENSES. The Company shall bear all costs and expenses incurred
      in
      connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
      Registration pursuant to Section 2.2, and any registration on Form S-3 effected
      pursuant to Section 2.3, and all expenses incurred in performing or complying
      with its other obligations under this Agreement, whether or not the Registration
      Statement becomes effective, including, without limitation: (i) all registration
      and filing fees; (ii) fees and expenses of compliance with securities or "blue
      sky" laws (including fees and disbursements of counsel in connection with blue
      sky qualifications of the Registrable Securities); (iii) printing expenses;
      (iv)
      the Company's internal expenses (including, without limitation, all salaries
      and
      expenses of its officers and employees); (v) the fees and expenses incurred
      in
      connection with the listing of the Registrable Securities as required by Section
      3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees
      and disbursements of counsel for the Company and fees and expenses for
      independent certified public accountants retained by the Company (including
      the
      expenses or costs associated with the delivery of any opinions or comfort
      letters requested pursuant to Section 3.1.9); (viii) the fees and expenses
      of
      any special experts retained by the Company in connection with such registration
      and (ix) the fees and expenses of one legal counsel selected by the holders
      of a
      majority-in-interest of the Registrable Securities included in such
      registration. The Company shall have no obligation to pay any underwriting
      discounts or selling commissions attributable to the Registrable Securities
      being sold by the holders thereof, which underwriting discounts or selling
      commissions shall be borne by such holders. Additionally, in an underwritten
      offering, all selling shareholders and the Company shall bear the expenses
      of
      the underwriter pro rata in proportion to the respective amount of shares each
      is selling in such offering.

    


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

    


    3.5
      HOLDERS OBLIGATIONS. Each selling holder pursuant to a registration effected
      pursuant to this Agreement shall:

    


    (i)            
      Not take any action that would prevent the distribution of Registrable
      Securities included in any such registration statement from being made in
      accordance with the plan of distribution set forth in such registration
      statement and with all applicable rules and regulations of the SEC.

    


    (ii)           
      Not deliver any form of prospectus in connection with the sale of any
      Registrable Securities as to which the Company has advised the selling holders
      in writing that it is preparing an amendment or supplement.

    


    (iii)          
      Notify the Company promptly in writing upon the sale by the holder of any
      Registrable Securities covered by the registration statement.

    


    No
      holder
      of a Registrable Security shall have any right to obtain or seek an injunction
      restraining or otherwise delaying any such registration as the result of any
      controversy that might arise with respect to the interpretation or
      implementation of this Section 3.5.

    


    4.             INDEMNIFICATION
      AND CONTRIBUTION.

    


    4.1
      INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold
      harmless each Investor and each other holder of Registrable Securities, and
      each
      of their respective officers, employees, affiliates, directors, partners,
      members, attorneys and agents, and each person, if any, who controls an Investor
      and each other holder of Registrable Securities (within the meaning of Section
      15 of the Securities Act or Section 20 of the Exchange Act) (each, an "INVESTOR
      INDEMNIFIED PARTY"), from and against any expenses, losses, judgments, claims,
      damages or liabilities, whether joint or several, arising out of or based upon
      any untrue statement (or allegedly untrue statement) of a material fact
      contained in any Registration Statement under which the sale of such Registrable
      Securities was registered under the Securities Act, any preliminary prospectus,
      final prospectus or summary prospectus contained in the Registration Statement,
      or any amendment or supplement to such Registration Statement, or arising out
      of
      or based upon any omission (or alleged omission) to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, or any violation by the Company of the Securities Act or any rule
      or
      regulation promulgated thereunder applicable to the Company and relating to
      action or inaction required of the Company in connection with any such
      registration; and the Company shall promptly reimburse the InvestorIndemnified
      Party for any legal and any other expenses reasonably incurred by such Investor
      Indemnified Party in connection with investigating and defending any such
      expense, loss, judgment, claim, damage, liability or action; PROVIDED, HOWEVER,
      that the Company will not be liable in any such case to the extent that any
      such
      expense, loss, claim, damage or liability arises out of or is based upon any
      untrue statement or allegedly untrue statement or omission or alleged omission
      made in such Registration Statement, preliminary prospectus, final prospectus,
      or summary prospectus, or any such amendment or supplement, in reliance upon
      and
      in conformity with information furnished to the Company, in writing, by such
      selling holder expressly for use therein. The Company also shall indemnify
      any
      Underwriter of the Registrable Securities, their officers, affiliates,
      directors, partners, members and agents and each person who controls such
      Underwriter on substantially the same basis as that of the indemnification
      provided above in this Section 4.1.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

    


    4.3
      CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by any person
      of
      any notice of any loss, claim, damage or liability or any action in respect
      of
      which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the
      "INDEMNIFIED PARTY") shall, if a claim in respect thereof is to be made against
      any other person for indemnification hereunder, notify such other person (the
      "INDEMNIFYING PARTY") in writing of the loss, claim, judgment, damage, liability
      or action; PROVIDED, HOWEVER, that the failure by the Indemnified Party to
      notify the Indemnifying Party shall not relieve the Indemnifying Party from
      any
      liability which the Indemnifying Party may have to such Indemnified Party
      hereunder, except and solely to the extent the Indemnifying Party is actually
      prejudiced by such failure. If the Indemnified Party is seeking indemnification
      with respect to any claim or action brought against the Indemnified Party,
      then
      the Indemnifying Party shall be entitled to participate in such claim or action,
      and, to the extent that it wishes, jointly with allother
      Indemnifying Parties, to assume control of the defense thereof with counsel
      satisfactory to the Indemnified Party. After notice from the Indemnifying Party
      to the Indemnified Party of its election to assume control of the defense of
      such claim or action, the Indemnifying Party shall not be liable to the
      Indemnified Party for any legal or other expenses subsequently incurred by
      the
      Indemnified Party in connection with the defense thereof other than reasonable
      costs of investigation; PROVIDED, HOWEVER, that in any action in which both
      the
      Indemnified Party and the Indemnifying Party are named as defendants, the
      Indemnified Party shall have the right to employ separate counsel (but no more
      than one such separate counsel) to represent the Indemnified Party and its
      controlling persons who may be subject to liability arising out of any claim
      in
      respect of which indemnity may be sought by the Indemnified Party against the
      Indemnifying Party, with the fees and expenses of such counsel to be paid by
      such Indemnifying Party if, based upon the written opinion of counsel of such
      Indemnified Party, representation of both parties by the same counsel would
      be
      inappropriate due to actual or potential differing interests between them.
      No
      Indemnifying Party shall, without the prior written consent of the Indemnified
      Party, consent to entry of judgment or effect any settlement of any claim or
      pending or threatened proceeding in respect of which the Indemnified Party
      is or
      could have been a party and indemnity could have been sought hereunder by such
      Indemnified Party, unless such judgment or settlement includes an unconditional
      release of such Indemnified Party from all liability arising out of such claim
      or proceeding.

    


    4.4
      CONTRIBUTION.

    


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

    


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

    


    4.4.3
      The
      amount paid or payable by an Indemnified Party as a result of any loss, claim,
      damage, liability or action referred to in the immediately preceding paragraph
      shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 4.4, no holder of Registrable Securities shall be
      required to contribute any amount in excess of the dollar amount of the net
      proceeds (after payment of any underwriting fees, discounts, commissions or
      taxes) actually received by such holder from the sale of Registrable Securities
      which gave rise to such contribution obligation. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(1) of the Securities Act)
      shall be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5.            UNDERWRITING
      AND DISTRIBUTION.

    


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

    


    6.           
      MISCELLANEOUS.

    


    6.1
      OTHER
      REGISTRATION RIGHTS. The Investors acknowledge that the Company has granted
      registration rights to other investors and that those other investors have
      the
      right to require the Company to register shares of the Company's capital stock
      for sale or to include shares of the Company's capital stock in any registration
      filed by the Company for the sale of shares of capital stock for its own account
      or for the account of any other person.

    


    6.2
      ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. This Agreement and the rights, duties
      and obligations of the Company hereunder may not be assigned or delegated by
      the
      Company in whole or in part. This Agreement and the rights, duties and
      obligations of the holders of Registrable Securities hereunder may be freely
      assigned or delegated by such holder of Registrable Securities in conjunction
      with and to the extent of any transfer of Registrable Securities by any such
      holder provided that the assignee acquires at least 50,000 shares (or all
      of the transferring holder's shares) of Registrable Securities (as adjusted
      for
      stock splits, stock dividends, reverse stock splits, stock combinations or
      other
      similar capitalization change); provided, further that, as a condition of
      any such
      assignment, (i) the transferor shall, no later than 10 days prior to such
      transfer, furnish to the Company written notice of the name and address of
      such
      transferee or assignee and the securities with respect to which such
      registration rights are being assigned and (ii) such transferee shall, no
      later than the date of such transfer, furnish to the Company its agreement
      in
      writing to be subject to all obligations of a holder set forth in this
      Agreement. This Agreement and the provisions hereof shall be binding upon and
      shall inure to the benefit of each of the parties and their respective
      successors and the permitted assigns of the Investor or holder of Registrable
      Securities or of any assignee of the Investor or holder of Registrable
      Securities. This Agreement is not intended to confer any rights or benefits
      on
      any persons that are not party hereto other than as expressly set forth in
      Article 4 and this Section 6.2.

    


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

    


    To
      the Company:

    India
      Globalization Capital, Inc.

    4336
      Montgomery Avenue

    Bethesda,
      Maryland 20814

    Attention:
      Chairman

    


    with
      a
      copy to:

    Shulman
      Rogers Gandal Pordy and Ecker, P.A.

    11921
      Rockville Pike, Suite 300

    Rockville,
      Maryland 20852

    Attn:
      Scott Museles

    


    To
      an Investor, to the address set forthon
      the signature page to the Purchase Agreement

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    6.4
      SEVERABILITY. This Agreement shall be deemed severable, and the invalidity
      or
      unenforceability of any term or provision hereof shall not affect the validity
      or enforceability of this Agreement or of any other term or provision hereof.
      Furthermore, in lieu of any such invalid or unenforceable term or provision,
      the
      parties hereto intend that there shall be added as a part of this Agreement
      a
      provision as similar in terms to such invalid or unenforceable provision as
      may
      be possible and be valid and enforceable.

    


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

    


    6.6
      ENTIRE AGREEMENT. This Agreement (including all agreements entered into pursuant
      hereto and all certificates and instruments delivered pursuant hereto and
      thereto) constitute the entire agreement of the parties with respect to the
      subject matter hereof and supersede all prior and contemporaneous agreements,
      representations, understandings, negotiations and discussions between the
      parties, whether oral or written.

    


    6.7
      MODIFICATIONS AND AMENDMENTS. Any provision of this Agreement may be amended
      and
      the observance thereof may be waived (either generally or in a particular
      instance and either retroactively or prospectively), only upon the written
      consent of the Company and Investors holding at least a majority of the
      Registrable Securities issued or issuable pursuant to the Note Purchase
      Agreement.  Any amendment or waiver effected in accordance with this
      Section 6.7 shall be binding upon each Investor who did not consent in writing
      thereto.

    


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

    


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

    


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

    


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

    


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

    


     

    
 

    


    [Remainder
      of page left intentionally blank. Signature pages follow]

     

     

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    IN
      WITNESS WHEREOF, the
      Company has executed this Note Purchase Agreement on the date set forth
      above.

    


    INDIA
      GLOBALIZATION CAPITAL, INC.

    


    


    By:
      ___________________________________

    Name:

    Title:

     

     

     

    IN
      WITNESS WHEREOF, the
      Investor named below has caused this Registration Rights Agreement to be duly
      executed and delivered by their proper and duly authorized officers as of the
      date and year first written above.

    


    INVESTOR:

    


    NAME:_____________________________

    


    


    By:                                                                           
      

     

    Title:                                                                           
      

     

    Address:                                                                 

                                                                                 
                                                                              

    


    


    


    
      
        
        

      

      
        12