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EXHIBIT 4.4




WARRANT AGREEMENT



Agreement made as of                                     , 2005 between India Globalization Capital, Inc., a Maryland
corporation, with offices at 4336 Montgomery Avenue, Bethesda, Maryland, 20814 (“Company”), and
Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery
Place, New York, New York 10004 (“Warrant Agent”).



WHEREAS, the Company is engaged in a public offering (“Public Offering”) of Units (“Units”) and, in
connection therewith, has determined to issue and deliver up to
(i) 20,000,000 Warrants (“Public
Warrants”) to the public investors, and (ii) 1,500,000 Warrants to Ferris, Baker Watts, Inc.
(“FBW”) or its designees (“Representative’s Warrants” and, together with the Public Warrants, the
“Warrants”), each of such Public Warrants evidencing the right of the holder thereof to purchase
one share of common stock, par value $.0001 per share, of the Company’s Common Stock (“Common
Stock”) for $5.00, subject to adjustment as described herein; and



WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration
Statement, No.                      on Form S-1 (“Registration Statement”) for the registration, under the
Securities Act of 1933, as amended (“Act”) of, among other securities, the Warrants and the Common
Stock issuable upon exercise of the Warrants; and



WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to so act, in connection with the issuance, registration, transfer, exchange,
redemption and exercise of the Warrants; and



WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon
which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants,
when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as
provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.



NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:



1.        APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent to act as agent for
the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to
perform the same in accordance with the terms and conditions set forth in this Agreement.



2.        WARRANTS.



2.1      FORM OF WARRANT. Each Warrant shall be issued in registered form only, shall be in
substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and
shall be signed by, or bear the facsimile signature of, the Chairman of the Board or President and
Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the
Company’s seal. In the event the person whose facsimile signature has been placed upon any




 









 




Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before
such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be
such at the date of issuance.



2.2      EFFECT OF COUNTERSIGNATURE. Unless and until countersigned by the Warrant Agent pursuant to
this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.



2.3      REGISTRATION.



2.3.1   WARRANT REGISTER. The Warrant Agent shall maintain books (“Warrant Register”), for the
registration of original issuance and the registration of transfer of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.



2.3.2   REGISTERED HOLDER. Prior to due presentment for registration of transfer of any Warrant, the
Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be
registered upon the Warrant Register (“registered holder”), as the absolute owner of such Warrant
and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.



2.4      DETACHABILITY OF WARRANTS. The securities comprising the Units will not be separately
transferable until 90 days after the date hereof unless FBW informs the Company of its decision to
allow earlier separate trading, but in no event will FBW allow separate trading of the securities
comprising the Units until the Company files a Current Report on Form 8-K which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
including the proceeds received by the Company from the exercise of the Underwriter’s
over-allotment option, if the over-allotment option is exercised prior to the filing of the Form
8-K.



2.5      WARRANTS AND REPRESENTATIVE’S WARRANTS. Except as otherwise provided herein, the
Representative’s Warrants shall have the same terms and be in the same form as the Public Warrants.



3.        TERMS AND EXERCISE OF WARRANTS



3.1      WARRANT PRICE. Each Public Warrant shall, when countersigned by the Warrant Agent, entitle the
registered holder thereof, subject to the provisions of such Public Warrant and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the
price of $5.00 per whole share (or $6.25 per whole share in respect of the Representative’s
Warrants), subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers to the price per
share at which Common Stock may be purchased at the time a




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Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date.



3.2      DURATION OF WARRANTS. A Warrant may be exercised only during the period (“Exercise Period”)
commencing on the later of (i) the consummation by the Company of a merger, capital stock exchange,
asset acquisition or other similar business combination (“Business Combination”) (as described more
fully in the Company’s Registration Statement) and (ii)                     , 2006, and terminating at 5:00
p.m., New York City time on the earlier to occur of (i)                     , 2010 or (ii) the date fixed
for redemption of the Warrants as provided in Section 6 of this Agreement (“Expiration Date”).
Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at the close
of business on the Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date.



3.3      EXERCISE OF WARRANTS.



3.3.1   PAYMENT. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
countersigned by the Warrant Agent, may be exercised by the registered holder thereof by
surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed, and by paying in full, in lawful money of the United States,
in cash, good certified check or good bank draft payable to the order of the Company (or as
otherwise agreed to by the Company), the Warrant Price for each full share of Common Stock as to
which the Warrant is exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the Common Stock, and the issuance of the Common
Stock.



3.3.2   ISSUANCE OF CERTIFICATES. As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Warrant Price, the Company shall issue to the registered
holder of such Warrant a certificate or certificates for the number of full shares of Common Stock
to which he , she or it is entitled, registered in such name or names as may be directed by him,
her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant
for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant unless a registration statement under the Act with respect to the Common
Stock is effective. Warrants may not be exercised by, or securities issued to, any registered
holder in any state in which such exercise would be unlawful.



3.3.3   VALID ISSUANCE. All shares of Common Stock issued upon the proper exercise of a Warrant in
conformity with this Agreement shall be validly issued, fully paid and non-assessable.



3.3.4   DATE OF ISSUANCE. Each person in whose name any such certificate for shares of Common Stock
is issued shall for all purposes be deemed to have become the holder of record of such shares on
the date on which the Warrant was surrendered and payment of the Warrant Price




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was made, irrespective of the date of delivery of such certificate, except that, if the date of
such surrender and payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.



4.        ADJUSTMENTS.



4.1      STOCK DIVIDENDS – SPLIT-UPS. If after the date hereof, and subject to the provisions of Section
4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend
payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar
event, then, on the effective date of such stock dividend, split-up or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to
such increase in outstanding shares of Common Stock.



4.2      AGGREGATION OF SHARES. If after the date hereof, and subject to the provisions of Section 4.6,
the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on
the effective date of such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be
decreased in proportion to such decrease in outstanding shares of Common Stock.



4.3      ADJUSTMENTS IN EXERCISE PRICE. Whenever the number of shares of Common Stock purchasable upon
the exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior
to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y)
the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.



4.4      REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change covered by Section
4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the
case of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding shares of Common Stock), or in the
case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other securities or
property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder
would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event; and if any reclassification also results in a change in shares of Common Stock
covered by




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Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this
Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.



4.5      NOTICES OF CHANGES IN WARRANT. Upon every adjustment of the Warrant Price or the number of
shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the
Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or
4.4, then, in any such event, the Company shall give written notice to the Warrant holder, at the
last address set forth for such holder in the warrant register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.



4.6      NO FRACTIONAL SHARES. Notwithstanding any provision contained in this Warrant Agreement to the
contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of
any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round up to the nearest whole number the number of the shares of Common Stock to be
issued to the Warrant holder.



4.7      FORM OF WARRANT. The form of Warrant need not be changed because of any adjustment pursuant to
this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the
same number of shares as is stated in the Warrants initially issued pursuant to this Agreement.
However, the Company may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance thereof, and any
Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed.



4.8      NOTICE OF CERTAIN TRANSACTIONS. In the event that the Company shall propose to (a) offer the
holders of its Common Stock rights to subscribe for or to purchase any securities convertible into
shares of Common Stock or any other securities, rights or options, (b) issue any rights, options or
warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make
a tender offer or exchange offer with respect to the Common Stock, the Company shall send to the
Holders a notice of such proposed action or offer. Such notice shall be mailed to the registered
holders at their addresses as they appear in the warrant Register, which shall specify the record
date for the purposes of such dividend, distribution or rights, or the date such issuance or event
is to take place and the date of participation therein by the holders of Common Stock, if any such
date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and
on the number and kind of any other shares of stock and on other property, if any, issuable upon
exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to
Article 4 which would be required as a result of such action. Such notice shall be given as
promptly as practicable after the Board has determined to take any such action and (x) in the case
of any action covered by clause (a) or (b) above, if practicable, at least 10 days prior to the
record date for determining the holders of the Common Stock for




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purposes of such action or (y) in the case of any other such action, if practicable, at least 20
days prior to the date of the taking of such proposed action or the date of participation therein
by the holders of Common Stock, whichever shall be the earlier.



4.9      OTHER EVENTS. If any event occurs as to which the foregoing provisions of this Article 4 are
not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the
Board, fairly and adequately protect the purchase rights of the registered holders of the Warrants
in accordance with the essential intent and principles of such provisions, then the Board shall
make such adjustments in the application of such provisions, in accordance with such essential
intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board, to
protect such purchase rights as aforesaid.



5.        TRANSFER AND EXCHANGE OF WARRANTS.



5.1      REGISTRATION OF TRANSFER. The Warrant Agent shall register the transfer, from time to time, of
any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of
Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.



5.2      PROCEDURE FOR SURRENDER OF WARRANTS. Warrants may be surrendered to the Warrant Agent, together
with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in
exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so
surrendered, representing an equal aggregate number of Warrants; provided, however, that in the
event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall
not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has
received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.



5.3      FRACTIONAL WARRANTS. The Warrant Agent shall not be required to effect any registration of
transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a
warrant.



5.4      SERVICE CHARGES. No service charge shall be made for any exchange or registration of transfer
of Warrants.



5.5      WARRANT EXECUTION AND COUNTERSIGNATURE. The Warrant Agent is hereby authorized to countersign
and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued
pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.




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6.        REDEMPTION.



6.1      REDEMPTION. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be
redeemed, at the option of the Company, at any time after they become exercisable and prior to
their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2.,
at the price of $.01 per Warrant (“Redemption Price”), provided that the last sales price of the
Common Stock has been at least $8.50 per share, on each of twenty (20) trading days within any
thirty (30) trading day period ending on the third business day prior to the date on which notice
of redemption is given. The provisions of this



6.2      DATE FIXED FOR, AND NOTICE OF, REDEMPTION. In the event the Company shall elect to redeem all
of the Warrants, the Company shall fix a date for the redemption. Notice of redemption shall be
mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the date
fixed for redemption to the registered holders of the Warrants to be redeemed at their last
addresses as they shall appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not the registered
holder received such notice.



6.3      EXERCISE AFTER NOTICE OF REDEMPTION. The Warrants may be exercised in accordance with Section 3
of this Agreement at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.2. hereof and prior to the time and date fixed for redemption. On and after
the redemption date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.



6.4      OUTSTANDING WARRANTS ONLY. The Company understands that the redemption rights provided for by
this Section 6 apply only to outstanding Warrants. To the extent a person holds rights to purchase
Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase
rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that
the criteria for redemption is met. The provisions of this Section 6.4 may not be modified, amended
or deleted without the prior written consent of FBW.



7.        OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.



7.1      NO RIGHTS AS STOCKHOLDER. A Warrant does not entitle the registered holder thereof to any of
the rights of a stockholder of the Company, including, without limitation, the right to receive
dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.



7.2      LOST, STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any Warrant is lost, stolen, mutilated, or
destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they
may in their discretion impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so
lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute
contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or
destroyed Warrant shall be at any time enforceable by anyone.




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7.3      RESERVATION OF COMMON STOCK. The Company shall at all times reserve and keep available a number
of its authorized but unissued shares of Common Stock that will be sufficient to permit the
exercise in full of all outstanding Warrants issued pursuant to this Agreement.



7.4      REGISTRATION OF COMMON STOCK. The Company agrees that prior to the commencement of the Exercise
Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the
Registration Statement, or a new registration statement, for the registration, under the Act, of,
and it shall take such action as is necessary to qualify for sale, in those states in which the
Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the
Warrants. In either case, the Company will use its best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement until the expiration of
the Warrants in accordance with the provisions of this Agreement. The provisions of this Section
7.4 may not be modified, amended or deleted without the prior written consent of FBW.



8.        CONCERNING THE WARRANT AGENT AND OTHER MATTERS.



8.1      PAYMENT OF TAXES. The Company will from time to time promptly pay all taxes and charges that
may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of
shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay
any transfer taxes in respect of the Warrants or such shares.



8.2      RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.



8.2.1   APPOINTMENT OF SUCCESSOR WARRANT AGENT. The Warrant Agent, or any successor to it hereafter
appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the
Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall
fail to make such appointment within a period of 30 days after it has been notified in writing of
such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant
may apply to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at
the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing




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for more fully and effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.



8.2.2   NOTICE OF SUCCESSOR WARRANT AGENT. In the event a successor Warrant Agent shall be appointed,
the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for
the Common Stock not later than the effective date of any such appointment.



8.2.3   MERGER OR CONSOLIDATION OF WARRANT AGENT. Any corporation into which the Warrant Agent may be
merged or with which it may be consolidated or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent
under this Agreement without any further act.



8.3      FEES AND EXPENSES OF WARRANT AGENT.



8.3.1   REMUNERATION. The Company agrees to pay the Warrant Agent reasonable remuneration for its
services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all
expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.



8.3.2   FURTHER ASSURANCES. The Company agrees to perform, execute, acknowledge, and deliver or cause
to be performed, executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out
or performing of the provisions of this Agreement.



8.4      LIABILITY OF WARRANT AGENT.



8.4.1   RELIANCE ON COMPANY STATEMENT. Whenever in the performance of its duties under this Warrant
Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved
or established by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the President or Chairman of the
Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Agreement.



8.4.2   INDEMNITY. The Warrant Agent shall be liable hereunder only for its own negligence, willful
misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result
of the Warrant Agent’s negligence, willful misconduct, or bad faith.



8.4.3   EXCLUSIONS. The Warrant Agent shall have no responsibility with respect to the validity of
this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to
make any adjustments required under the provisions of Section 4 hereof or responsible for the
manner, method, or amount of any such adjustment or the ascertaining of the existence of facts




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that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to
be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock
will when issued be valid and fully paid and nonassessable.



8.5      ACCEPTANCE OF AGENCY. The Warrant Agent hereby accepts the agency established by this Agreement
and agrees to perform the same upon the terms and conditions herein set forth and among other
things, shall account promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of the Company’s Common Stock through the exercise of Warrants.



9.        MISCELLANEOUS PROVISIONS.



9.1      SUCCESSORS. All the covenants and provisions of this Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and
assigns.



9.2      NOTICES. Any notice, statement or demand authorized by this Warrant Agreement to be given or
made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as
follows:



India Globalization Capital, Inc., 4336 Montgomery Avenue, Bethesda, MD 20814 Attn: Chairman



Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:



Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Attn:
Compliance Department



with a copy in each case to:



Seyfarth Shaw LLP, 815 Connecticut Avenue, N.W., Suite 500

Washington, DC 20006-4004 Attn: Stanley S. Jutkowitz, Esq



and



Ferris, Baker Watts, Inc., 100 Light Street, 8th Floor, Baltimore, MD 21202, Attn:
Scott T. Bass, Vice President



with a copy to:




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Gersten Savage, LLP, 600 Lexington Avenue

New York, NY 10022, Attn: Arthur S. Marcus, Esq.



9.3      APPLICABLE LAW. The validity, interpretation, and performance of this Agreement and of the
Warrants shall be governed in all respects by the laws of the State of Maryland without giving
effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the
courts of the State of Maryland or the United States District Court for the District of Maryland,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company
hereby waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenience forum. Any such process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim.



9.4      PERSONS HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this Agreement expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the parties hereto and the registered
holders of the Warrants and, for the purposes of Sections 6.1, 6.4, 7.4 and 9.2 hereof, FBW, any
right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. FBW shall be deemed to be a third-party beneficiary of
this Agreement with respect to Sections 6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole
and exclusive benefit of the parties hereto (and FBW with respect to the Sections 6.1, 6.4, 7.4 and
9.2 hereof) and their successors and assigns and of the registered holders of the Warrants.



9.5      EXAMINATION OF THE WARRANT AGREEMENT. A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of
New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any
such holder to submit his Warrant for inspection by it.



9.6      COUNTERPARTS. This Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.



9.7      EFFECT OF HEADINGS. The Section headings herein are for convenience only and are not part of
this Warrant Agreement and shall not affect the interpretation thereof.




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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and
year first above written.





	 	 	 	 	 	 	 
	Attest:	 	INDIA GLOBALIZATION CAPITAL, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	Name:	 	 
	 
	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Attest:	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	Name:	 	 
	 
	 	 	 	Title:	 	 







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