THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OR REGULATION
S OF THE SECURITIES AND EXCHANGE COMMISSION, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH
TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INDIA GLOBALIZATION CAPITAL,
INC.
UNSECURED PROMISSORY
NOTE
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$3,000,000.00
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February 5, 2007
Bethesda, MD
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1.
Principal and Interest .
1.1 India
Globalization Capital, Inc., a Maryland corporation (the
“Company”), for value received, hereby promises to pay
to the order of Oliveira Capital, LLC or its assigns (the
“Investor” or the “Holder”) the amount of
Three Million Dollars ($3,000,000) plus interest, as set forth
hereinafter.
1.2 This
Promissory Note (the “Note”) shall bear interest from
the date of issuance of this Note until paid in full at a rate
equal to eight percent (8%) per annum. This Note, including all
interest earned on the principal amount of this Note, shall be due
and payable on the earlier of (a) one year from the date of
the issuance of this Note or (b) the date of consummation of a
Business Combination (the “Due Date”). A
“Business Combination” means an acquisition by merger,
capital stock exchange, asset or stock acquisition, reorganization
or otherwise by the Company of an operating business whose primary
operations are in India .
1.3 Payments of
both principal and interest are to be made at the address of the
Holder set forth in Section 6 below or at such other place in
the United States as the Holder shall designate to the Company in
writing, in lawful money of the United Sates of America. Interest
on this Note shall be computed on the basis of a 365-day year and
actual days elapsed.
1.4 This Note is
issued pursuant to that certain Note and Warrant Purchase Agreement
dated of even date herewith between the Company and Holder (the
“Purchase Agreement”). The provisions of this Note are
a statement of the rights of the Holder and the conditions to which
this Note is subject and to which the Holder, by the acceptance of
this Note, agrees.
2.
Prepayment . Notwithstanding anything else set forth herein,
the Company may pre-pay this Note in whole or in part.
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3. Use of
Proceeds . To fund the investment by the Company in convertible
debentures (the “Debentures”) of MBL, Limited
(“MBL”) as a precursor to a potential acquisition of
MBL by the Company.
4.1 As set forth
in greater detail in the Company’s prospectus, the Company
has deposited the bulk of its funds in a trust account (the
“Trust Fund”) which may be released to the Company only
in the event of the consummation of a Business Combination or a
liquidation of the Company. The Holder shall not be entitled to
repayment of the Note out of the Trust Fund and shall be required
to waive any right to payment out of the Trust Fund.
4.2 As security
for the prompt repayment of all sums due hereunder, the Company has
granted to the Holder a continuing first priority security interest
in and to all of the right, title and interest of Pledgor in, to
and under (i) the Debentures, (ii) all certificates
evidencing the Debentures (“Securities”), and
(iii) and any and all proceeds therefrom
(“Collateral”). In the event that the Note matures
prior to the consummation of a Business Combination the sole
recourse of the Holder will be against the Collateral.
4.3 The term
“Securities” as used herein shall also mean and
include, without limitation, any securities into which the
Securities are converted or for which they are exchanged, any stock
dividend and/or distribution or exchange of stock in connection
with any reorganization, recapitalization, reclassification, or
increase or reduction of capital, if any, to which the Company
shall become entitled for any reason whatsoever as an addition to,
in substitution for, or in exchange for any portion of the
aforesaid Securities.
5.
Assignment . Subject to the restrictions on transfer
described in Section
hereof, the rights and obligations of the Company and the Holder of
this Note shall be binding upon and benefit the successors,
assigns, heirs, administrators and transferees of the parties.
Effective upon any such assignment, the person or entity to whom
such rights, interests and obligations were assigned
shall
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