Amendment to the ADR Purchase Agreement



 Exhibit 10.22(a) 
  
 AMENDMENT AGREEMENT 
  
 This AMENDMENT AGREEMENT (this “Amendment Agreement”) is made on this the 24th day of September, 2004: 
  
 BY AND BETWEEN 
  

	1.	Mukul Murthy, a national of the United States of America aged 12 years residing at 33245, Lark Way, Fremont California 94555, USA represented by Swarna Murthy
(“MM”) in her capacity as custodian; 

  

	2.	Nirav Murthy, a national of the United States of America aged 8 years residing at 33245, Lark Way, Fremont California 94555, USA represented by Swarna Murthy
(“NM”) in her capacity as custodian; 

  

	3.	Swarna Murthy, an Indian national residing at 2086, Boxwood Bay, Fremont, California 94539, USA in her capacity as custodian (the “Trustee”) for MM and NM;


  

	4.	Phaneesh Murthy, a national of the United States of America aged 41 years residing at 33245, Lark Way, Fremont California 94555, USA (“PM”);


  

	5.	Amit Sethi, an Indian national aged 44 years residing at 34276, North Wind Terrace, Fremont California 94555, USA (“AS”); 

  

	6.	Kanth Miriyala, a national of the United States of America aged 39 years residing at 499 Quail Drive, Naperville, IL 60565, USA (“KM”) (PM, AS and KM shall
be jointly referred to as “Founders”); 

  

	7.	Quintant Services Limited, a company incorporated under the [Indian] Companies Act, 1956, as amended (the “Companies Act”) with its registered office at 158
- 162 (P) & 165 (P) -170 (P), EPIP II Phase, Whitefield, Bangalore—560 0066, India (“Company”); 

  

	8.	iGATE Corporation, a Pennsylvania corporation with its principal place of business at 1000 Commerce Drive, Suite 200, Pittsburgh, PA 15275, USA (“iGATE”)


  
 MM, NM, the Trustee, PM, AS, KM, the Company and iGATE shall
hereinafter jointly be referred to as the “Parties” and severally as the “Party”. 
  









 WHEREAS 
  

	A.	MM, NM, the Trustee, PM, AS, KM, the Company and iGATE are parties to a ADR Purchase Agreement dated August 10th, 2004 (the “ADR Purchase Agreement”).


  

	B.	The parties to the ADR Purchase Agreement desire to amend the ADR Purchase Agreement in the manner set forth in this Amendment Agreement. 

  
 NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties to this Amendment Agreement hereby agree as follows: 
  
 AGREEMENT 
  

	 	1.	Annexure A, Annexure B & Annexure C of the ADR Purchase Agreement shall be replaced with the Annexures appended to this amendment agreement. 

  

	 	2.	Section 2.3 (b) of the ADR Purchase Agreement the amount “USD 6,488,362 (US Dollars Six Million Four Hundred Eighty Eight Thousand Three Hundred Sixty Two
Only)” shall be replaced with “USD 6,835,929 (US Dollars Six Million Eight Hundred Thirty Five Thousand Nine Hundred Twenty Nine only)”. 

  

	 	3.	Section 2.4 of the ADR Purchase Agreement the date “September 25, 2004” shall be replaced with “October 23, 2004”. 

  

	 	4.	This Amendment Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.


  

	 	5.	This Amendment Agreement may not be modified or waived except in writing executed by all parties to this Agreement. 

  

	 	6.	This Amendment Agreement shall be governed by the laws of India. 

  
 [signature page on following page] 
  









 IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be executed on the day and year
first written above. 
  

	
	 MUKUL MURTHY REPRESENTED BY HIS
 CUSTODIAN
SWARNA MURTHY

	
	/s/    SWARNA MURTHY
	 
	
	 NIRAV MURTHY REPRESENTED BY HIS
 CUSTODIAN
SWARNA MURTHY

	
	/s/    SWARNA MURTHY
	 
	
	SWARNA MURTHY
	
	/s/    SWARNA MURTHY
	 
	
	PHANEESH MURTHY
	
	/s/    PHANEESH MURTHY
	 
	
	AMIT SETHI
	
	/s/    AMIT SETHI
	 
	
	KANTH MIRIYALA
	
	/s/    KANTH MIRIYALA
	 


  

			
	iGATE CORPORATION
		
	By: 	 	/s/    MICHAEL J. ZUGAY
	 	 	 Name: Michael J. Zugay

	 	 	 Title: CFO

	
	QUINTANT SERVICES LIMITED
		
	By: 	 	/s/    MUKUND SRINATH
	 	 	 Name: Mukund Srinath

	 	 	 Title: Authorised Signatory



  









  
 Annexure A 

 
 Details with respect to the ADR Purchase 
  

					
	 Name

	  	No. of Quintant ADRs to
be encashed

	  	 Cash to be paid
 (In ‘USD)


	 Mukul Murthy represented by his custodian Swarna Murthy
	  	10000	  	3,095,934
	 Nirav Murthy represented by his custodian Swarna Murthy
	  	10000	  	3,095,934
	 Amit Sethi
	  	5833	  	1,805,860
	 Kanth Miriyala
	  	5833	  	1,805,860
	 	  	
	  	

	 Total
	  	31666	  	9,803,588
	 	  	
	  	


  









  
 Annexure B 

 
 Details with respect to consideration to be paid to the Selling ADR
holders upon the 
 signing of this Agreement 
  

			
	 Name

	  	 Cash to be paid
 (In ‘USD)


	 Mukul Murthy represented by his custodian Swarna Murthy
	  	986,034
	 Nirav Murthy represented by his custodian Swarna Murthy
	  	986,034
	 Amit Sethi
	  	641,132
	 Kanth Miriyala
	  	354,459
	 	  	

	 Total
	  	2,967,659
	 	  	


  









  
 Annexure C 

 
 Details with respect to the consideration to be paid to the Selling
ADRholders upon Closing 
  

			
	 Name

	  	 Cash to be paid
 (In ‘USD)


	 Mukul Murthy represented by his custodian Swarna Murthy
	  	2,109,900
	 Nirav Murthy represented by his custodian Swarna Murthy
	  	2,109,900
	 Amit Sethi
	  	1,164,728
	 Kanth Miriyala
	  	1,451,401
	 	  	

	 Total
	  	6,835,929