UNDERWRITING AGREEMENT between INDIA GLOBALIZATION CAPITAL, INC. and FERRIS, BAKER WATTS INCORPORATED Dated: October , 2005Underwriting Agreement • November 2nd, 2005 • India Globalization Capital, Inc. • Blank checks • Maryland
The undersigned, India Globalization Capital, Inc., a Maryland corporation (“Company”), hereby confirms its agreement with Ferris, Baker Watts, Inc. (hereinafter referred to as “you,” “FBW” or the “Representative”) and with the other underwriters named on Schedule I hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2005 • India Globalization Capital, Inc. • Blank checks • New York
This Agreement is made as of , 2005 by and between India Globalization Capital, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Ferris, Baker Watts Incorporated 100 Light Street Baltimore, Maryland 21202 SELECTED DEALERS AGREEMENTDealers Agreement • November 2nd, 2005 • India Globalization Capital, Inc. • Blank checks • Maryland
INDIA GLOBALIZATION CAPITAL, INC.India Globalization Capital, Inc. • November 2nd, 2005 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of India Globalization Capital, Inc. (“IGC”) and continuing until (the “Termination Date”) the earlier of the consummation by IGC of a “Business Combination” or the distribution of IGC’s “Trust Fund” (as such terms are described in IGC’s IPO prospectus), Integrated Global Networks, LLC shall make available to IGC certain general and administrative services, including without limitation, office and secretarial services as may be required by IGC from time to time, situated at 4336 Montgomery Avenue, Bethesda, MD 20814. In exchange therefore, IGC shall pay Integrated Global Networks, LLC the sum of $4,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
WARRANT AGREEMENTWarrant Agreement • November 2nd, 2005 • India Globalization Capital, Inc. • Blank checks • Maryland
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”).
Ferris, Baker Watts, Inc. 100 Light Street Baltimore, Maryland 21202 Re: India Globalization Capital, Inc. Gentlemen:India Globalization Capital, Inc. • November 2nd, 2005 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of India Globalization Capital, Inc. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $.0001 per share, of the Company (the ”Common Stock”) and two Warrants, each to purchase a share of Common Stock. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company’s IPO, unless Ferris, Baker Watts, Inc. (“FBW”) informs the Company of its decision to allow earlier separate trading.
