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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
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