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.
WARRANT TO PURCHASE
SHARES
INDIA GLOBALIZATION CAPITAL,
INC.
This certifies
that, for good and valuable consideration, receipt and sufficiency
of which are hereby acknowledged, OLIVEIRA CAPITAL, LLC or its
registered assigns (the “Holder”), is entitled, subject
to the terms and conditions set forth below and in the Note and
Warrant Purchase Agreement dated as of February 5, 2007 (the
“Purchase Agreement”) by and between the Holder and
India Globalization Capital, Inc., a Maryland corporation (the
“Company”) to purchase from the Company, shares of the
Company’s Common Stock (the “ Stock”) as more
particularly set forth in paragraph 2 hereof. The term
“Warrant” as used herein shall mean this Warrant, and
any warrants delivered in substitution or exchange therefor as
provided herein.
1. Term
of Warrant . Subject to the terms and conditions set forth
herein, this Warrant shall be exercisable, in whole or in part,
during the term commencing on the closing of a Business Combination
Financing as defined in that certain promissory note made by the
Company to the Holder (the “Note”) and ending on the
fifth anniversary of the date hereof (the “Exercise
Period”).
2. Number
of Shares, Exercise Price . The Warrant shall be exercisable
for:
(a) Four
hundred twenty five thousand 425,000 shares of Common
Stock.
(b) The
exercise price per share (the “Exercise Price”) shall
be $5.00.
(c) The
Shares of Common Stock for which this Warrant is exercisable and
which are issued upon conversion of this Warrant shall hereinafter
be referred to collectively as the “Warrant
Shares.”
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(a)
Exercise . This Warrant may be exercised in whole or in part
by the Holder during the Exercise Period by (i) the surrender
of this Warrant to the Company, with the Notice of Exercise annexed
hereto duly completed and executed on behalf of the Holder, at the
office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at
the address of the Holder appearing on the books of the Company),
and (ii) the delivery of payment to the Company, for the
account of the Company, by (A) cash, (B) wire transfer of
immediately available funds to a bank account specified by the
Company, (C) certified or bank cashier’s check,
(D) the cancellation by the Holder of indebtedness or other
obligations of the Company to the Holder, (E) a combination of
any of the above, of the Exercise Price for the number of Warrant
Shares specified in the Exercise Form in lawful money of the United
States of America or (F) by surrender of all or a portion of
this Warrant for shares of Common Stock to be exercised under this
Agreement and, if applicable, an amended Agreement representing the
remaining number of shares purchasable hereunder, as determined
below (“ Net Issuance ”). If the Holder elects
the Net Issuance method, the Company will issue Common Stock in
accordance with the following formula:
X = the number of
shares of Common Stock to be issued to the Holder.
Y = the number of
shares of Common Stock requested to be exercised under this
Agreement.
A = the fair
market value of one (1) share of Common Stock at the time of
issuance of such shares of Common Stock.
For
purposes of the above calculation, current fair market value of
Common Stock shall mean with respect to each share of Common
Stock:
(i)
if the Common Stock is traded on a securities exchange, the fair
market value shall be deemed to be the product of (x) the
average of the closing prices over a five (5) day period
ending three days before the day the current fair market value of
the securities is being determined and (y) the number of
shares of Common Stock into which each share of Common Stock is
convertible at the time of such exercise; or
(ii)
if the Common Stock is actively traded over-the-counter, the fair
market value shall be deemed to be the product of (x) the
average of the closing bid and asked prices quoted on the NASDAQ
system (or similar system) over the five (5) day period ending
three days before the day the current fair market value of the
securities is being determined and (y) the number of shares of
Common Stock into which each share of Common Stock is convertible
at the time of such exercise;
(iii)
if at any time the Common Stock is not listed on any securities
exchange or quoted in the NASDAQ National Market or the
over-the-counter market, the current fair market value of Common
Stock shall be the product of (x) the highest price per
share
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which the
Company could obtain from a willing buyer (not a current employee
or director) for shares of Common Stock sold by the Company, from
authorized but unissued shares, as determined in good faith by its
Board of Directors and (y) the number of shares of Common
Stock into which each share of Common Stock is convertible at the
time of such exercise, unless the Company shall become subject to a
merger, consolidation or other business combination (“Merger
Event”), in which case the fair market value of Common Stock
shall be deemed to be the per share value received by the holders
of the Company’s Common Stock on a common equivalent basis
pursuant to such Merger Event.
(b)
Delivery of Stock Certificates . This Warrant shall be
deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided
above, and the person entitled to receive the Warrant Shares
issuable upon such exercise shall be treated for all purposes as
the holder of record of such shares as of the close of business on
such date. As promptly as practicable on or after such date and in
any event within three (3) business days thereafter, the
Company at its expense shall issue and deliver to the person or
persons entitled to receive the same, a certificate or certificates
for the number of shares issuable upon such exercise. If the
Company fails to deliver the certificate(s) timely, the Company
shall indemnify the Investor for an breakage fees and other damages
actually incurred by Investor solely as a result of the
Company’s failure to deliver the certificate(s) timely. In
the event that this Warrant is exercised in part, the Company at
its expense will execute and deliver a new Warrant of like tenor
exercisable for the number of shares for which this Warrant may
then be exercised. No adjustments shall be made on Warrant Shares
issuable on the exercise of this Warrant for any cash dividends
paid or payable to holders of record of Common Stock prior to the
date as of which the Holder shall be deemed to be the record holder
of such Warrant Shares.
(c)
Adjustment . Article 4 (ADJUSTMENTS) of that
certain Warrant Agreement (“Warrant Agreement”) dated
effective as of March 3, 2006 between the Company and
Continental Stock Transfer & Trust Company as Warrant Agent is
incorporated herein as if set forth in its entirety and as if
(solely for making any required adjustments) this Warrant was one
of the Warrants referred to therein.
4.
Replacement of Warrant . On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and substance to the Company or, in the case
of mutilation, on surrender and cancellation of this Warrant, the
Company at its expense shall
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