ex10-7.htm


    EXHIBIT
      10.7

     

    EXECUTION
      VERSION

     

    December
      24, 2007

     

    India
      Globalization Capital, Inc.

    4336
      Montgomery Ave.

    Bethesda,
      Maryland  20814

     

    Re:  Issuance
      of India Globalization Capital, Inc. Common Stock

     

    Dear
      Sir:

     

    This
      letter agreement (this “Agreement”) confirms the agreement between India
      Globalization Capital, Inc. (the “Company”) and the undersigned relating to
      certain restrictions on transfer of shares of the Company’s common stock (the
“Common Stock”) to be issued to the undersigned pursuant to the Note Purchase
      Agreement dated as of even date hereto.  Certain capitalized terms
      used herein are defined in the Note Purchase Agreement.

    


    The
      Company intends to raise funds in a private placement of promissory notes (the
      “Notes”) and shares of Common Stock.  Further, the Company intends to
      issue 446,226 shares of Common Stock (the “Shares”) to the undersigned upon the
      terms and conditions of the Note Purchase Agreement and in consideration of
      the
      undersigned’s guaranty of the Notes.  As a condition thereto, the
      undersigned has agreed to the terms set forth herein and recognizes that the
      private placement is of benefit to the undersigned and will benefit the
      Company.  The undersigned acknowledges further that investors in the
      private placement of the Notes are relying on the representations and agreements
      of the undersigned contained in this Agreement in purchasing the Notes in the
      private placement.


    In
      consideration of the foregoing, the
      undersigned hereby agrees that he will not, without the prior written consent
      of
      the Company (which consent may be withheld in its sole discretion), directly
      or
      indirectly, sell, offer for sale, contract or grant any option to sell, pledge
      or transfer the Shares, for a period commencing on the date of the issuance
      of
      the Shares in accordance with the Note Purchase Agreement and continuing for
      nine months following the consummation of a Business Combination (the “Lock-Up
      Period”).

    


    Notwithstanding
      the foregoing, during the Lock-Up Period, the undersigned may, without the
      prior
      written consent of the Company, transfer the Shares (i) as a bona fide gift
      or
      gifts, provided that before such transfer the donee or donees agree in writing
      to be bound by the restrictions set forth herein, (ii) to any trust for the
      direct or indirect benefit of the undersigned or immediate family of the
      undersigned, provided that before such transfer the trustee of the trust agrees
      in writing to be bound by the restrictions set forth herein, or (iii) if such
      transfer occurs by operation of law, such as rules of descent and distribution,
      statutes governing the effects of a merger or a qualified domestic order,
      provided that before such transfer the transferee agrees in writing to be bound
      by the restrictions set forth herein. For purposes of this agreement, “immediate
      family” shall mean any relationship by blood, marriage or adoption, but not more
      remote than a first cousin. 

    


    The
      provisions of this Agreement shall apply, to the full extent set forth herein
      with respect to the Shares, to any and all shares of capital stock or equity
      securities of the Company which may be issued by reason of any stock dividend,
      stock split, reverse stock split, combination, recapitalization,
      reclassification or otherwise. 

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Maryland as applied to contracts to be performed in
      Maryland.  This Agreement is irrevocable and will be binding on the
      undersigned and the respective successors, heirs, personal representatives,
      and
      assigns of the undersigned.



    Sincerely,

     

                                                                                       
      

                                                                                                                                 
      

    Ranga
      Krishna

    


    


     

    


    Acknowledged,
      Agreed, and
      Accepted:

    


    India
      Globalization Capital, Inc.

    


    


    By:____________________________

    Ram
      Mukunda

    President
      and Chief Executive Officer