Exhibit
10.3


 


SECOND AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of
June 30, 2003, among the investors listed on Schedule I hereto (the
“Investors”) and Ness Technologies, Inc., a Delaware corporation (the
“Company”).


 


R E C I T A L S


 


WHEREAS, the Investors
other than certain of the APAR Holders (as defined below) are parties to an
Amended and Restated Registration Rights Agreement with respect to the Company
dated as of May 18, 2000 (the “May Registration Rights Agreement”), as amended
by that certain First Amendment to Registration Rights Agreement, dated as of
September 30, 2002 (the “First Amendment”), and that certain Second
Amendment to Registration Rights Agreement, dated as of December 27, 2002
(the “Second Amendment” and, together with the May Registration Rights
Agreement and the First Amendment, the “Registration Rights Agreement”); and


 


WHEREAS, the parties
hereto desire to amend the Registration Rights Agreement to allow certain APAR
Holders to become party to the Registration Rights Agreement (as amended
hereby) by the execution and delivery of this Agreement upon their acquisition
from the Company of shares of Common Stock, $0.01 par value per share, of the
Company (“Common Stock”) pursuant to that certain Merger Agreement, dated as of
May 12, 2003, by and among the Company, Ness Acquisition Corp., Apar Holding
Corp. and the APAR Holders (as defined therein) (the “Merger Agreement”);


 


WHEREAS, as a condition
to closing the Merger Agreement, each APAR Holder that is not already a party
to the Registration Rights Agreement is to become a party to the Registration
Rights Agreement (as amended hereby) by the execution and delivery of this
Agreement;


 


WHEREAS, the Company and
the Investors desire to define the registration rights of the Investors, and to
amend and restate the Registration Rights Agreement, on the terms and subject
to the conditions herein set forth; and


 


WHEREAS, undersigned
Persons that are Investors immediately prior to the effectiveness of this Agreement,
holding, in the aggregate, at least a majority of the currently outstanding
Registrable Securities (as defined in the Registration Rights Agreement) and
can, therefore, together with the Company, amend and restate the Registration
Rights Agreement effective upon execution of this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the parties hereby agree as follows:


 


1.     DEFINITIONS


 


As used in this
Agreement, the following terms have the respective meanings set forth below:


 


Commission:  shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act;


 


Exchange Act:  shall mean the Securities Exchange Act of
1934, as amended;


 

















 


Holder:  shall mean any holder of Registrable
Securities;


 


Initial Public Offering:  shall mean the initial underwritten public
offering of shares of Common Stock for the account of the Corporation and
listing of the Common Stock so offered on an internationally recognized
securities exchange or Nasdaq;


 


Initiating Holder:  shall mean (A) Warburg Pincus Equity
Partners, L.P., its affiliates and assigns so long as such entities
beneficially own any of the then outstanding Registrable Securities, (B) GOWRON
(International) Ltd., its affiliates and assigns so long as such entities
beneficially own any of the outstanding Registrable Securities, (C) Gmul-Amgal
Investments Ltd., its affiliates and assigns so long as such entities own any
of the outstanding Registrable Securities, (D) G.L.Y. High-Tech Investments
Inc. (“GLY”), its affiliates and assigns so long as such entities own any of
the outstanding Registrable Securities, (E) Velston Pte. Ltd. (“Velston”), its
affiliates and assigns so long as such entities own any of the outstanding
Registrable Securities and (F) Nesstech LLC, its affiliates and assigns so long
as such entities own any of the outstanding Registrable Securities;


 


Person:  shall mean an individual, partnership,
joint-stock company, corporation, trust or unincorporated organization, and a
government or agency or political subdivision thereof;


 


Preferred Stock:  shall mean the Class B Convertible Preferred
Stock, $0.01 par value per share, of the Company and the Class C Convertible
Preferred Stock, $0.01 par value per share, of the Company;


 


Priority Agreements:  shall mean the Registration Rights Agreement
dated as of March 26, 1999 heretofore entered into between the Company and
GLY (the “GLY Registration Rights Agreement”), the Registration Rights
Agreement dated as of May 13, 1999 heretofore entered into between the Company
and Velston (the “Velston Registration Rights Agreement”) and an agreement that
may be entered into hereafter between the Company and Leah Atad, pursuant to
which certain persons are entitled to have securities of the Company held by
them included in a registration;


 


Register, Registered and
Registration:  shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act (and any post-effective
amendments filed or required to be filed) and the declaration or ordering of
effectiveness of such registration statement;


 


Registrable Securities:  shall mean (A) shares of Common Stock issued
or issuable upon conversion of the shares of Preferred Stock, (B) shares of
Common Stock issued pursuant to that certain Stock Purchase Agreement, dated as
of August 30, 2002, by and among the APP Holders (as defined therein) and
the Company, (C) shares of Common Stock issued pursuant to that certain
Securities Exchange Agreement, dated as of December 27, 2002, among the
Company and the Stockholders (as defined therein), (D) shares of Common Stock
issued to the APAR Holders pursuant to the Merger Agreement, (E) any additional
shares of Common Stock acquired by the Investors hereafter and (F) any
securities of the Company issued as a dividend or other distribution with
respect to, or in exchange for or in replacement of, the shares of Preferred
Stock or Common Stock referred to in clauses (A) through (E) unless and until,
in the case of any such securities, (i) they have been effectively registered
under the Securities Act and can be disposed of in


 


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accordance with the
registration statement covering them, (ii) they are distributed to the public,
or all of such securities held by a Holder are eligible to be sold in any
90-day period, pursuant to Rule 144 (without the Holder having to take any
further action in order to meet the requirements of Rule 144(k)), or any
similar provision then in force, under the Securities Act, or (iii) they are
otherwise freely transferable without restriction under the Securities Act;


 


Registration Expenses:  shall mean all expenses incurred by the
Company in compliance with Sections 2(a) and (b) hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, fees and expenses of one counsel for
all the Holders in an amount not to exceed $15,000, blue sky fees and expenses
and the expense of any special audits incident to or required by any such
registration;


 


Security, Securities:  shall have the meaning set forth in
Section 2(1) of the Securities Act;


 


Securities Act:  shall mean the Securities Act of 1933, as
amended; and


 


Selling Expenses:  shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for each of the Holders other than fees and
expenses of one counsel for all the Holders in an amount not to exceed $15,000.


 


2.     REGISTRATION RIGHTS


 


(a)  Requested Registration.


 


(i)      Request for Registration.  If the Company shall receive from an
Initiating Holder, at any time after the earlier of (i) six months following
the consummation of the Initial Public Offering or (ii) November 2, 2001,
a written request that the Company effect any registration with respect to all
or a part of the Registrable Securities, the Company will:


 


(A)  promptly give written notice of the proposed
registration, qualification or compliance to all other Holders; and


 


(B)  as soon as practicable, use its diligent
best efforts to effect such registration (including, without limitation, the
execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act) as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the Registrable
Securities of any Holder or Holders joining in such request as are specified in
a written request received by the Company within 10 business days after written
notice from the Company is received by the Holders under
Section 2(a)(i)(A) above; provided that the Company shall not be obligated
to effect, or take any action to effect, any such registration pursuant to this
Section 2(a):


 


(w)          In any particular
jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to


 


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service in such
jurisdiction and except as may be required by the Securities Act or applicable
rules or regulations thereunder;


 


(x)            After the Company has
effected three (3) such registrations pursuant to this Section 2(a) and
such registrations have been declared or ordered effective and the sales of
such Registrable Securities shall have closed;


 


(y)           If the Registrable
Securities requested by all Holders to be registered pursuant to such request
have an anticipated aggregate public offering price (before any underwriting
discounts and commissions) of less than $15,000,000 (or $30,000,000 if such
requested registration is the Initial Public Offering); or


 


(z)            Within 180 days after
the effective date of a registration statement filed by the Company in which
the Holders shall have been entitled to participate.


 


The registration
statement filed pursuant to the request of an Initiating Holder may, subject to
the provisions of Section 2(a)(ii) below, include other securities of the
Company which are held by Persons who, by virtue of agreements with the Company
other than this Agreement, are entitled to include their securities in any such
registration (“Other Stockholders”).


 


The registration rights
set forth in this Section 2 may be assigned, in whole or in part, to any
transferee of Registrable Securities who shall agree in writing to be bound by
all obligations of this Agreement.


 


(ii)  Underwriting.  If the Initiating Holder intends to distribute
the Registrable Securities covered by the request by means of an underwriting,
they shall so advise the Company as a part of its request made pursuant to
Section 2(a).


 


If Other Stockholders
request such inclusion, the Holders shall offer to include the securities of
such Other Stockholders in the underwriting and may condition such offer on
their acceptance of the further applicable provisions of this
Section 2.  The Holders whose
shares are to be included in such registration and the Company shall (together
with all Other Stockholders proposing to distribute their securities through
such underwriting) enter into an underwriting agreement in customary form with
the representative of the underwriter or underwriters selected for such
underwriting by the Initiating Holder and reasonably acceptable to the
Company.  Notwithstanding any other
provision of this Section 2(a), if the representative advises the Holders
in writing that marketing factors require a limitation on the number of shares
to be underwritten, the securities of the Company held by Other Stockholders
(other than securities that are subject to the Priority Agreements) shall be
excluded from such registration to the extent so required by such
limitation.  If, after the exclusion of
such shares, further reductions are still required, the number of shares
included in the registration by each Holder shall be reduced on a pro rata
basis (based on the number of shares held by such Holder), by such minimum
number of shares as is necessary to comply with such request.  No Registrable Securities or any other
securities excluded from the underwriting by reason of the underwriter’s
marketing limitation shall be included in such registration.  If any Other Stockholder who has requested
inclusion in such registration as provided above disapproves of the terms of
the underwriting, such person may elect to withdraw therefrom by written notice
to the


 


4

















 


Company, the underwriter
and the Initiating Holders.  The securities
so withdrawn shall also be withdrawn from registration.  If the underwriter has not limited the
number of Registrable Securities or other securities to be underwritten, the
Company and officers and directors of the Company may include its or their
securities for its or their own account in such registration if the
representative so agrees and if the number of Registrable Securities and other
securities which would otherwise have been included in such registration and
underwriting will not thereby be limited.


 


(iii)   Limitation.  If the Company reasonably determines that
there are material developments which require the filing of a post-effective
amendment to the Registration Statement, then each Holder shall refrain from
selling any Registrable Securities until the post-effective amendment is
declared effective.  The Company shall
use its best efforts to file and attempt to have declared effective such
post-effective amendment as soon as possible. 
Notwithstanding any other provision of this Agreement, (A) if the Board
of Directors of the Company determines in its good faith judgment, after
consultation with a firm of nationally recognized underwriters, that there will
be an adverse effect on a then contemplated public offering of the Company’s equity
securities, the Company may defer the filing of the registration statement
which is required to effect any registration and may withdraw any registration
statement without thereby incurring any liability to the Holders and (B) if the
Company shall at any time furnish to a Holder who requests registration a
certificate signed by the President or any other executive officer of the
Company stating that the Company has pending or in process a material
transaction, the disclosure of which would, in the good faith judgment of the
Board of Directors of the Company, materially and adversely affect the Company,
the Company may defer the filing of a registration statement for up to 90
days.  The Company shall not be deemed to
have effected a registration under this Section 2(a) unless and until such
registration is declared effective (provided that a registration which is
withdrawn by or at the request of the Holders, the expenses of which are borne
by the Holders, shall not be deemed to be a registration pursuant to this
Section 2(a), and provided further, that a registration which is withdrawn
by, or at the request of, the Holders, the expenses of which are borne by the
Company, shall be deemed to be a completed, effective registration for purposes
of this Section 2(a), other than any registration which the withdrawal, or
request for withdrawal, of which is due to the Holders’ reasonable belief that
a claim, suit or liability may be brought based on any untrue statement (or
alleged untrue statement) of a material fact provided by the Company and
contained in any prospectus, offering circular or other document (including any
related registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) by the Company to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in light of
the circumstances under which they were made, or any violation by the Company of
the Securities Act or the Exchange Act or any rule or regulation thereunder
applicable to the Company and relating to any action or inaction required of
the Company in connection with any such registration, qualification or
compliance).


 


(b)  Company Registration.


 


(i)  If the Company shall determine to register
any of its equity securities either for its own account or for the account of
any Initiating Holder pursuant to Section 2(a) or


 


5

















 


Section 2(c) or for
the account of Other Stockholders, other than a registration relating solely to
employee benefit plans, or a registration relating solely to a Commission Rule
145 transaction, or a registration on any registration form which does not
permit secondary sales or does not include substantially the same information
as would be required to be included in a registration statement covering the
sale of Registrable Securities, the Company will:


 


(A)  promptly give to each of the Holders a
written notice thereof (which shall include a list of the jurisdictions in
which the Company intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws); and


 


(B)  include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests, made by the Holders within fifteen (15) days after
receipt of the written notice from the Company described in clause (i) above,
except as set forth in Section 2(b)(ii) below.  Such written request may specify all or a part of the Holders’
Registrable Securities.


 


(ii)  Underwriting.  If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise each of the Holders as a part of the written notice
given pursuant to Section 2(b)(i)(A). 
In such event, the right of each of the Holders to registration pursuant
to this Section 2(b) shall be conditioned upon such Holders’ participation
in such underwriting and the inclusion of such Holders’ Registrable Securities
in the underwriting to the extent provided herein.  The Holders whose shares are to be included in such registration
shall (together with the Company and the Other Stockholders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for underwriting by the Company. 
Notwithstanding any other provision of this Section 2(b), if the
representative determines that marketing factors require a limitation on the
number of shares to be underwritten, and (x) if such registration is the
Initial Public Offering, the representative may (subject to the allocation
priority set forth below) exclude from such registration and underwriting some
or all of the Registrable Securities which would otherwise be underwritten
pursuant hereto, and (y) if such registration is other than the Initial Public
Offering, the representative may (subject to the allocation priority set forth
below) limit the number of Registrable Securities to be included in the
registration and underwriting to not less than twenty five percent (25%) of the
shares included therein (based on the number of shares).  The Company shall so advise all holders of
securities requesting registration, and the number of shares of securities that
are entitled to be included in the registration and underwriting shall be allocated
in the following manner:  The securities
of the Company held by officers, directors and Other Stockholders of the
Company (other than Registrable Securities and securities that are subject to
the Priority Agreements and other than Holders who by contractual right
demanded such registration (“Demanding Holders”)) shall be excluded from such
registration and underwriting to the extent required by such limitation, and,
if a limitation on the number of shares is still required, the number of shares
that may be included in the registration and underwriting by each of the
Holders and Demanding Holders (other than persons entitled to the benefit of
the Priority Agreements with respect to the securities covered thereby) shall
be reduced, on a pro rata basis (based on the


 


6

















 


number of shares held by
such Holder), by such minimum number of shares as is necessary to comply with
such limitation.  If any of the Holders
or any officer, director or Other Stockholder disapproves of the terms of any
such underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriter.  Any
Registrable Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.


 


(c)  Form S-3.  Following the Initial Public Offering, the Company shall use its
best efforts to qualify for registration on Form S-3 for secondary sales.  After the Company has qualified for the use
of Form S-3, the Initiating Holders shall have the right to request three (3)
registrations on Form S-3 (such requests shall be in writing and shall state
the number of shares of Registrable Securities to be disposed of and the
intended method of disposition of shares by such holders), subject only to the
following:


 


(i)  The Company shall not be required to effect
a registration pursuant to this Section 2(c) unless the Holder or Holders
requesting registration propose to dispose of shares of Registrable Securities
having an aggregate price to the public (before deduction of underwriting
discounts and expenses of sale) of more than $5,000,000.


 


(ii)  The Company shall not be required to effect
a registration pursuant to this Section 2(c) within 180 days of the
effective date of the most recent registration pursuant to this Section 2
in which securities held by the requesting Holder could have been included for
sale or distribution.


 


(iii)  The Company shall not be obligated to effect
any registration pursuant to this Section 2(c) in any particular
jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act or applicable
rules or regulations thereunder.


 


(iv)  If the Company shall furnish to the Holders
a certificate signed by the President or other executive officer of the Company
stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its shareholders
for such Form S-3 registration to be effected at such time, the Company shall
have the right to defer the filing of the Form S-3 registration statement for a
period not greater than 90 days after receipt of the request of the Holder or
Holders under this Section 2(c).


 


The Company shall give
written notice to all Holders of the receipt of a request for registration
pursuant to this Section 2(c) and shall provide a reasonable opportunity
(not less than 20 days) for other Holders to participate in the registration,
provided that if the registration is for an underwritten offering, the terms of
Section 2(a)(ii) shall apply to all participants in such offering.  Subject to the foregoing, the Company will
use its best efforts to effect promptly the registration of all shares of
Registrable Securities on Form S-3 to the extent requested by the Holder or
Holders thereof for purposes of disposition.


 


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(d)  Expenses of Registration.  All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Section 2 shall be borne by the Company, and all Selling Expenses shall be
borne by the Holders of the securities so registered pro rata on the basis of
the number of their shares so registered.


 


(e)  Registration Procedures.  In the case of each registration effected by
the Company pursuant to this Section 2, the Company will keep the Holders,
as applicable, advised in writing as to the initiation of each registration and
as to the completion thereof.  At its
expense, the Company will:


 


(i)   keep
such registration effective for a period of one hundred twenty (120) days or
until the Holders, as applicable, have completed the distribution described in
the registration statement relating thereto, whichever first occurs; provided,
however, that (A) such 120-day period shall be extended for a period of time
equal to the period during which the Holders, as applicable, refrain from
selling any securities included in such registration in accordance with
provisions in Section 2(a)(iii) hereof; and (B) in the case of any
registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such 120-day period shall be extended
until all such Registrable Securities are sold, provided that Rule 415, or any
successor rule under the Securities Act, permits an offering on a continuous or
delayed basis, and provided further that applicable rules under the Securities
Act governing the obligation to file a post-effective amendment permit, in lieu
of filing a post-effective amendment which (y) includes any prospectus required
by Section 10(a) of the Securities Act or (z) reflects facts or events
representing a material or fundamental change in the information set forth in
the registration statement, the incorporation by reference of information
required to be included in (y) and (z) above to be contained in periodic
reports filed pursuant to Section 12 or 15(d) of the Exchange Act in the
registration statement;


 


(ii)   furnish
such number of prospectuses and other documents incident thereto as each of the
Holders, as applicable, from time to time may reasonably request;


 


(iii)   notify
each Holder of Registrable Securities covered by such registration at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; and


 


(iv)   furnish,
on the date that such Registrable Securities are delivered to the underwriters
for sale, if such securities are being sold through underwriters or, if such
securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective, (1)
an opinion, dated as of such date, of the counsel representing the Company for
the purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering and reasonably
satisfactory to a majority in interest of the Holders participating in such
registration, addressed to the underwriters, if any, and to the Holders
participating in such registration and (2) a letter, dated as of such date,
from the independent certified public accountants of the Company, in form and
substance as is customarily given by


 


8

















 


independent certified
public accountants to underwriters in an underwritten public offering and
reasonably satisfactory to a majority in interest of the Holders participating
in such registration, addressed to the underwriters, if any, and if permitted
by applicable accounting standards, to the Holders participating in such
registration.


 


(f)  Indemnification.


 


(i)   The
Company will indemnify each of the Holders, as applicable, and each of its
officers, directors and partners, and each person controlling (within the
meaning of the Securities Act) each of the Holders, with respect to each
registration which has been effected pursuant to this Section 2, and each
underwriter, if any, and each person who controls (within the meaning of the
Securities Act) any underwriter, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in light of the
circumstances under which they were made, or any violation by the Company of
the Securities Act or the Exchange Act or any rule or regulation thereunder
applicable to the Company and relating to any action or inaction required of
the Company in connection with any such registration, qualification or
compliance, and will reimburse each of the Holders, each of its officers,
directors and partners, and each person controlling (within the meaning of the
Securities Act) each of the Holders, each such underwriter and each person who
controls (within the meaning of the Securities Act) any such underwriter, for
any legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action
or in connection with the enforcement of any rights under this Agreement,
provided that the Company will not be liable in any such case to the extent
that any such claim, loss, damage, liability or expense arises out of or is
based on any untrue statement or omission (or alleged untrue statement or
omission) based upon written information furnished to the Company by any of the
Holders (insofar as the indemnification relates to a Holder) or any such
underwriter or person controlling such underwriter (insofar as the
indemnification relates to such underwriter) and stated to be specifically for
use therein.


 


(ii)   Each
of the Holders will, if Registrable Securities held by it are included in the
securities as to which such registration, qualification or compliance is being
effected, indemnify the Company, each of its directors and officers and each
underwriter, if any, of the Company’s securities covered by such a registration
statement, each person who controls (within the meaning of the Securities Act)
the Company or such underwriter, each Other Stockholder and each of their
officers, directors, and partners, and each person controlling (within the
meaning of the Securities Act) such Other Stockholder against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering
circular or other document made by such Holder, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements by such Holder therein not misleading, in
light of the circumstances under which they were made, and will reimburse the


 


9

















 


Company and such Other
Stockholders, directors, officers, partners, persons, underwriters or control
(within the meaning of the Securities Act) persons for any legal or any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by such Holder and
stated to be specifically for use therein; provided, however, that the
obligations of each of the Holders hereunder shall be limited to an amount
equal to the net proceeds to such Holder of securities sold as contemplated
herein.


 


(iii)   Each
party entitled to indemnification under this Section 2(f) (the
“Indemnified Party”) shall give notice to the party required to provide
indemnification (the “Indemnifying Party”) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting therefrom; provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld) and the Indemnified Party
may participate in such defense at such party’s expense (unless the Indemnified
Party shall have reasonably concluded that there may be a conflict of interest
between the Indemnifying Party and the Indemnified Party in such action, in
which case the fees and expenses of counsel shall be at the expense of the
Indemnifying Party), and provided further that the failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying
Party of its obligations under this Section 2 unless the Indemnifying
Party is materially prejudiced thereby. 
No Indemnifying Party, in the defense of any such claim or litigation
shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.  Each Indemnified Party
shall furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with the defense of such claim and litigation resulting
therefrom.


 


(iv)   If
the indemnification provided for in this Section 2(f) is held by a court
of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein, then
the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Indemnifying Party on the one hand and the Indemnified Party on the other from
the registration or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, or provides a lesser sum to the Indemnified Party
than the amount hereinafter calculated, in such proportion as is appropriate to
reflect not only the relative benefits received by the Indemnifying Party on
the one hand and the Indemnified Party on the other but also the relative fault
of the Indemnifying Party on the one hand and of the Indemnified Party on the
other in connection with the statements or omissions which resulted in such
loss, liability, claim, damage or expense, as well as any other relevant


 


10

















 


equitable
considerations.  The relative fault of
the Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue (or alleged untrue)
statement of a material fact or the omission (or alleged omission) to state a
material fact relates to information supplied by the Indemnifying Party or by
the Indemnified Party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


 


(v)   Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with any underwritten public offering contemplated by this Agreement are in
conflict with the foregoing provisions, the provisions in such underwriting
agreement shall be controlling.


 


(vi)   The
foregoing indemnity agreement of the Company and Holders is subject to the
condition that, insofar as they relate to any loss, claim, liability or damage
made in a preliminary prospectus but eliminated or remedied in the amended
prospectus on file with the Commission at the time the registration statement
in question becomes effective or the amended prospectus filed with the
Commission pursuant to Commission Rule 424(b) (the “Final Prospectus”), such
indemnity or contribution agreement shall not inure to the benefit of any
underwriter or Holder if a copy of the Final Prospectus was furnished to the
underwriter and was not furnished to the person asserting the loss, liability,
claim or damage at or prior to the time such action is required by the
Securities Act.


 


(g)  Information by the Holders.


 


(i)  Each of the Holders holding securities
included in any registration shall furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder as the
Company may reasonably request in writing and as shall be reasonably required
in connection with any registration, qualification or compliance referred to in
this Section 2.


 


(ii)  In the event that, either immediately prior
to or subsequent to the effectiveness of any registration statement, any Holder
shall distribute Registrable Securities to its partners, such Holder shall so
advise the Company and provide such information as shall be necessary to permit
an amendment to such registration statement to provide information with respect
to such partners, as selling security holders. 
Promptly following receipt of such information, the Company shall file
an appropriate amendment to such registration statement reflecting the
information so provided.  Any
incremental expense to the Company resulting from such amendment shall be borne
by such Holder.


 


(h)  Rule 144 Reporting.  With a view to making available the benefits
of certain rules and regulations of the Commission which may permit the sale of
restricted securities to the public without registration, the Company agrees
to:


 


(i)  make and keep public information available
as those terms are understood and defined in Rule 144 under the Securities Act
(“Rule 144”), at all times from and after ninety (90) days following the
effective date of the first registration under the Securities Act filed by the
Company for an offering of its securities to the general public;


 


11

















 


(ii)  use its best efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act at any time after it has
become subject to such reporting requirements; and


 


(iii)  so long as the Holder owns any Registrable
Securities, furnish to the Holder upon request, a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 (at
any time from and after ninety (90) days following the effective date of the
first registration statement filed by the Company for an offering of its
securities to the general public), and of the Securities Act and the Exchange
Act (at any time after it has become subject to such reporting requirements), a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents so filed as the Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing the Holder
to sell any such securities without registration.


 


(i)   “Market Stand-off” Agreement.  Each of the Holders agrees, if requested by
the Company and an underwriter of equity securities of the Company, not to sell
or otherwise transfer or dispose of any Registrable Securities held by such
Holder during the 180-day period following the effective date of a registration
statement of the Company filed under the Securities Act, provided that:


 


(i)   such
agreement only applies to the Initial Public Offering and any other
underwritten offering in which such Holder participates; and


 


(ii)   all
executive officers and directors of the Company enter into similar agreements.


 


If requested by the
underwriters, the Holders shall execute a separate agreement to the foregoing
effect.  The Company may impose
stop-transfer instructions with respect to the shares (or securities) subject
to the foregoing restriction until the end of said 180-day period.  The provisions of this Section 2(i)
shall be binding upon any transferee who acquires Registrable Securities.


 


(j)  Termination.  The registration rights set forth in this
Section 2 shall not be available to any Holder if, in the written,
reasoned opinion of counsel to the Company, all of the Registrable Securities
then owned by such Holder (i) could be sold in any 90-day period pursuant to
Rule 144 (without the Holder having to take any further action in order to meet
the requirements of Rule 144(k)), or (ii) are not otherwise Registrable
Securities, as defined in this Agreement.


 


3.     MISCELLANEOUS


 


(a)  Directly or Indirectly.  Where any provision in this Agreement refers
to action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.


 


(b)  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State.


 


12

















 


(c)   Section Headings.  The headings of the sections and subsections
of this Agreement are inserted for convenience only and shall not be deemed to
constitute a part thereof.


 


(d)   Notices.


 


(i)   All
communications under this Agreement shall be in writing and shall be delivered
by hand or facsimile or mailed by overnight courier:


 


(A)  if to the Company, at the following address,
or at such other address as it may have furnished in writing to the Investors:


 




	
   

  	
  Ness Technologies, Inc.

  
	
   

  	
  Ness Tower

  
	
   

  	
  Atidim, Bldg. 4

  
	
   

  	
  P.O. Box 58152

  
	
   

  	
  Tel-Aviv 61580

  
	
   

  	
  Israel

  
	
   

  	
  Facsimile:  972-3-766-6809

  
	
   

  	
  Attention:  Raviv Zoller

  
	
   

  	
   

  
	
   

  	
  with copies to:

  
	
   

  	
  Ephraim Abramson &
  Co.

  
	
   

  	
  16 B King George Street
  - Ninth Floor

  
	
   

  	
  Jerusalem 94229

  
	
   

  	
  Israel

  
	
   

  	
  Facsimile:  972-2-623-3694

  
	
   

  	
  Attention:  Ilan Rotem

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Olshan Grundman Frome

  
	
   

  	
  Rosenzweig &
  Wolosky LLP

  
	
   

  	
  505 Park Avenue

  
	
   

  	
  New York, New York  10022

  
	
   

  	
  Facsimile:  212-755-1467

  
	
   

  	
  Attention:  Steven Wolosky

  






 


(B)  if to the Investors, at the address or
facsimile number set forth in the Company’s records, or at such other address
or facsimile number as may be furnished to the Company in writing after the
date of this Agreement.


 


(ii)   Any
notice so addressed shall be deemed to be given:  if delivered by hand or facsimile, on the date of such delivery;
if mailed by courier, upon receipt.


 


(e)  Reproduction of Documents.  This Agreement and all documents relating
thereto, including, without limitation, any consents, waivers and modifications
which may hereafter be executed may be reproduced by the Investor by any
photographic, photostatic, microfilm, microcard, miniature photographic or
other similar process and the Investors may destroy any


 


13

















 


original document so reproduced.  The parties hereto agree and stipulate that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by the Investors in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.


 


(f)  Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties.


 


(g)  Entire Agreement; Amendment and Waiver.  This Agreement constitutes the entire
understanding of the parties hereto and supersedes all prior agreements and
understandings among such parties (including without limitation the Class B
Registration Rights Agreement) except that the GLY Registration Rights
Agreement and the Velston Registration Rights Agreement shall continue in full
force and effect.  This Agreement may be
amended, and the observance of any term of this Agreement may be waived, with
(and only with) the written consent of the Company and the Investors holding a
majority of the then outstanding Registrable Securities, except that no
amendment or waiver affecting the GLY Registration Rights Agreement or the
Velston Registration Rights Agreement shall be effective without the written
consent of GLY or Velston, respectively.


 


(h)  Severability.  In the event that any part or parts of this
Agreement shall be held illegal or unenforceable by any court or administrative
body of competent jurisdiction, such determination shall not effect the
remaining provisions of this Agreement which shall remain in full force and
effect.


 


(i)  Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.


 


[Signatures begin
on the following page.]


 


14

















 


[SIGNATURE PAGE
TO SECOND AMENDED AND RESTATED


REGISTRATION
RIGHTS AGREEMENT]


 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first set forth above.


 


	
   

  	
  NESS TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Raviv
  Zoller

  
	
   

  	
   

  	
  Name: Raviv Zoller

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  NESSTECH LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Morris
  Wolfson

  
	
   

  	
   

  	
  Name: Morris Wolfson

  
	
   

  	
   

  	
  Title: Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WARBURG, PINCUS EQUITY
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Warburg, Pincus &
  Co., General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Frank
  Brochin

  
	
   

  	
   

  	
  Name: Frank Brochin

  
	
   

  	
   

  	
  Title: Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WARBURG, PINCUS
  NETHERLANDS EQUITY

  PARTNERS I, C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WARBURG, PINCUS &
  CO., General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Frank
  Brochin

  
	
   

  	
   

  	
  Name: Frank Brochin

  
	
   

  	
   

  	
  Title: Partner

  



 

















 


[SIGNATURE PAGE
TO SECOND AMENDED AND RESTATED


REGISTRATION
RIGHTS AGREEMENT]


 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first set forth above.


 


	
   

  	
  WARBURG, PINCUS
  NETHERLANDS EQUITY

  PARTNERS II, C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WARBURG, PINCUS &
  CO., General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Frank
  Brochin

  
	
   

  	
   

  	
  Name: Frank Brochin

  
	
   

  	
   

  	
  Title: Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WARBURG, PINCUS
  NETHERLANDS EQUITY

  PARTNERS III, C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WARBURG, PINCUS &
  CO., General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Frank
  Brochin

  
	
   

  	
   

  	
  Name: Frank Brochin

  
	
   

  	
   

  	
  Title: Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WARBURG, PINCUS
  VENTURES

  INTERNATIONAL, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WARBURG, PINCUS &
  CO., General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Frank
  Brochin

  
	
   

  	
   

  	
  Name: Frank Brochin

  
	
   

  	
   

  	
  Title: Partner

  



 

















 


[SIGNATURE PAGE
TO SECOND AMENDED AND RESTATED


REGISTRATION
RIGHTS AGREEMENT]


 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first set forth above.


 


	
   

  	
  GOWRON (INTERNATIONAL)
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GMUL - AMGAL
  INVESTMENTS LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  G.L.Y. HIGH-TECH
  INVESTMENTS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  VELSTON PTE. LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    JOHN
  AUGUST ROLLWAGEN

  



 

















 


[SIGNATURE PAGE
TO SECOND AMENDED AND RESTATED


REGISTRATION
RIGHTS AGREEMENT]


 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first set forth above.


 


	
   

  	
    ERWIN KELEN
  FAMILY LTD. PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    ESTHER
  DYSON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    GEOFF
  SQUIRE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    PETR
  NEVICKY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    INSIGHT
  CAPITAL PARTNERS II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    INSIGHT CAPITAL PARTNERS (CAYMAN) II,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 

















 


[SIGNATURE PAGE
TO SECOND AMENDED AND RESTATED


REGISTRATION
RIGHTS AGREEMENT]


 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first set forth above.


 


	
   

  	
  WI SOFTWARE INVESTORS
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    MANFRED
  JOSEPH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    ROBERT
  GLANVILLE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    BEN
  TANDOWSKI

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    NATHAN
  SCHLEIFER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    ANDREW
  WRIGHT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    THOMAS W.
  GENEGA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    DAVID
  JAROSLAWICZ

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    IRENE MATH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    DAVID I.
  KUBERSKY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    JOSEPH C.
  FUNG

  



 

















 


[SIGNATURE PAGE
TO SECOND AMENDED AND RESTATED


REGISTRATION
RIGHTS AGREEMENT]


 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first set forth above.


 


	
   

  	
   

  
	
   

  	
    APAR
  INVESTMENTS (SINGAPORE) PRIVATE

    LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
    /s/ Kushal
  Desai

  
	
   

  	
   

  	
  Name: Kushal Desai

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Rajeev
  Srivastava

  
	
   

  	
    RAJEEV
  SRIVASTAVA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    WARBURG,
  PINCUS VENTURES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
    WARBURG,
  PINCUS & CO., General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
    /s/ Frank
  Brochin

  
	
   

  	
   

  	
  Name: Frank Brochin

  
	
   

  	
   

  	
  Title: Partner

  



 

















 


[SIGNATURE PAGE
TO SECOND AMENDED AND RESTATED


REGISTRATION
RIGHTS AGREEMENT]


 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first set forth above.


 


	
   

  	
   

  
	
   

  	
    JEANNE M.
  O’BYRNE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    MARTIN R.
  SCHUCHMAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    KENNETH M.
  HARNEY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    MITCHELL
  MOND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    CHRIS P.
  KARTCHNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    DOUGLAS J.
  STOCK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    STEPHEN
  EMMERICH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    RUSSELL S.
  PERLMAN

  



 

















 


SCHEDULE I


 


Investors


 


	
  Nesstech LLC

  
	
  Warburg, Pincus Netherlands
  Equity Partners I, C.V.

  
	
  Warburg, Pincus
  Netherlands Equity Partners III, C.V.

  
	
  GMUL - Amgal
  Investments Ltd.

  
	
  G.L.Y High-Tech
  Investments Inc.

  
	
  Warburg, Pincus
  Ventures, L.P.

  
	
  Erwin Kelen Family Ltd.
  Partnership

  
	
  Geoff Squire

  
	
  InSight Capital Partners
  II, L.P.

  
	
  WI Software Investors
  LLC

  
	
  Robert Glanville

  
	
  Nathan Schleifer

  
	
  Andrew Wright

  
	
  Stephen Emmerich

  
	
  Kenneth M. Harney

  
	
  David I. Kubersky

  
	
  Mitchell Mond

  
	
  Russell S. Perlman

  
	
  Douglas J. Stock

  
	
  Rajeev Srivastava

  
	
  Warburg, Pincus Equity
  Partners, L.P.

  
	
  Warburg, Pincus
  Netherlands Equity Partners II, C.V.

  
	
  Warburg, Pincus
  Ventures International, L.P.

  
	
  GOWRON (International)
  Limited

  
	
  Velston Pte. Ltd.

  
	
  John
  August Rollwagen

  
	
  Esther Dyson

  
	
  Petr Nevicky

  
	
  InSight Capital
  Partners (Cayman) II, L.P.

  
	
  Manfred Joseph

  
	
  Ben Tandowski

  
	
  David Jaroslawicz

  
	
  Thomas W. Genega

  
	
  Joseph C. Fung

  
	
  Chris P. Kartchner

  
	
  Irene Math

  
	
  Jeanne M. O’Byrne

  
	
  Martin R. Schuchman

  
	
  Apar Investments
  (Singapore) Private Ltd.