exv4w7






Exhibit 4.7




DATED 12 JUNE 2007





	 	(1)	 	CBAYSYSTEMS HOLDINGS LIMITED
	 
	 	(2)	 	V. RAMAN KUMAR





 






SHARE OPTION AGREEMENT




 









 









 








SHARE OPTION AGREEMENT




	 	 	 	 	 	 	 

	DATED:

	 	12 June
	 	2007.	 	 






PARTIES





	(1)	 	CBAYSYSTEMS HOLDNGS LIMITED (registered in the British Virgin Islands with no. 1398112) whose
registered office is at Palm Grove House, P.O. Box 3190, Road Town, British Virgin Islands
(the “Company”); and
	 
	(2)	 	V. Raman Kumar of Flat #2, Hermes House, Worli Sea Face, Mumbai 400 025, India (the
“Optionholder”).





RECITALS:





	(A)	 	The Optionholder is an employee of the Company.
	 
	(B)	 	The Company wishes to grant to the Optionholder an individual option over ordinary shares in
the capital of the Company on the terms of this agreement in recognition of past performance.
	 
	(C)	 	The Optionholder is an accredited investor for the purposes of Rule 506 of Regulation D
issued by the US SEC.
	 
	(D)	 	It is intended that the option evidenced by this agreement shall not be an incentive stock
option as defined in Section 422 of the US Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder.





OPERATIVE PROVISIONS:





	1.	 	Interpretation
	 
	1.1	 	The following words and expressions shall bear the following meanings except where the
context otherwise requires:





	 	 	 	 

	 

	“Admission”
	 	means admission of the Shares to trading on AiM (being the market of that name
operated by the London Stock Exchange) or any other recognised investment exchange as
defined in section 285 of the Financial Services and Markets Act 2000;
	 
	 

	“Board”
	 	means the board of directors of the Company;
	 
	 

	“Exercise Date”
	 	means the date on which the Option or part thereof is exercised in
accordance with clause 4;
	 
	 

	“First Tranche”
	 	means 691,040 Shares subject to the Option;






 









 






	 	 	 	 	 

	 

	 	“Group”
	 	means the Company together with any subsidiaries of the Company, within the meaning
of section 1159 of the Companies Act 2006;
	 
	 

	 	“Grant Date”
	 	means the date of this agreement;
	 
	 

	 	“Option”
	 	means the right granted pursuant to clause 2 of this agreement to acquire the
Shares at the Option Price;
	 
	 

	 	“Option Period”
	 	Means: (a) in relation to the First Tranche and Second Tranche, the period
commencing on the date of this agreement and ending on 31 December 2008; and (b) in
relation to the Third Tranche, the period commencing on the date of this agreement and
ending on the tenth anniversary of the date of this agreement;
	 
	 

	 	“Option Price”
	 	means the price per Share as determined in accordance with clause 2, as
adjusted (if appropriate) in accordance with clause 6;
	 
	 

	 	“Second Tranche”
	 	455,360 Shares subject to the Option;
	 
	 

	 	“Shares”
	 	means ordinary shares of the Company,
	 
	 

	 	“Tax Liability”
	 	means the amount of all income and other taxes and social security
contributions (which, for the avoidance of doubt, shall include both employer’s and
employee’s social security contributions and medicare) or taxes which any member of the
Group would be required to withhold or account for to the relevant taxation authority;
	 
	 

	 	“Third Tranche”
	 	253,680 Shares subject to the Option;
	 
	 

	 	“vest”
	 	refers to the Optionholder becoming entitled on the occurrence of an event after the
Grant Date to exercise some or all of the Option and the term “vested” shall be
interpreted accordingly,







	1.2	 	Except insofar as the context otherwise requires:






	 	(a)	 	any reference to a statute or statutory provision shall be construed as if it
referred also to that provision as for the time being amended or re-enacted; and
	 
	 	(b)	 	any reference to the singular number shall be construed as if it referred also
to the plural number and vice versa.






	1.3	 	References to clauses are to clauses in this agreement.




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	2.	 	Option
	 
	2.1	 	The Company hereby grants to the Optionholder an Option to acquire 1,400,080 Shares as
follows:






	 	(a)	 	as to the First Tranche, at an Option Price of $1.30;
	 
	 	(b)	 	as to the Second Tranche, at an Option Price of $1.75;
	 
	 	(c)	 	as to the Third Tranche, at an Option Price of $1.75;
	 
	 	 	 	and otherwise on the terms of this agreement.






	3.	 	Conditions of Option
	 
	3.1	 	The Option shall, subject to earlier exercise being permitted under clauses 3.3 or 5.2, vest
as follows:






	 	(a)	 	as to the First Tranche, on 1 January 2008;
	 
	 	(b)	 	as to the Second Tranche, on 1 January 2008; and
	 
	 	(c)	 	as to the Third Tranche, on the date of Admission.






	3.2	 	The Option may not be validly exercised (i) later than the end of the relevant Option Period
and (ii) unless the Optionholder is then an accredited investor for the purposes of Rule 506
of Regulation D under the United States Securities Act of 1933: or any applicable successor
provision. The Option shall automatically lapse at the end of the relevant Option Period.
	 
	3.3	 	This clause 3.3 shall apply only in relation to the Third Tranche (the “Third Tranche
Option”), and all references to “Optionholder” and “Option” are to be construed accordingly.
If the Optionholder ceases to be an employee or officer of, or .consultant or adviser to, any
member of the Group (a “Leaver”):






	 	(a)	 	in circumstances involving a breach by the Optionholder of his service
agreement or other terms of his service or relationship with any member of the Group
for Cause (as defined in clause 3.4), the Third Tranche Option shall immediately cease
to be exercisable and shall lapse three months thereafter save that the Board may, in
its absolute discretion, otherwise permit the Third Tranche Option to be exercised in
whole or in part during such period as the Board may specify (after which the Third
Tranche Option shall lapse), provided that such period shall end no later than the last
day of the Option Period and provided further that the Option cannot be exercised over
a number of Shares greater than that arrived at if the Optionholder is a Leaver
pursuant to sub-clause (b) below; or
	 
	 	(b)	 	for any reason other than one specified in sub-clause (a) above, the Option
shall continue to be exercisable over those Shares in relation to which the Third




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	 	 	 	Tranche Option has vested on the date that the Optionholder becomes a Leaver
provided that such exercise must take place within the period of six months
following the date that the Optionholder becomes a Leaver, failing which the Third
Tranche Option shall lapse.






	3.4	 	If the Optionholder is party to an employment, consulting or severance agreement with the
Company that contains a definition of “cause” for termination of employment or other
relationship, “Cause” shall have the meaning ascribed to such term in such agreement.
Otherwise, “Cause” shall mean wilful misconduct by the Optionholder or wilful failure by the
Optionholder to perform his responsibilities to the Company (including, without limitation,
breach by the Optionholder of any provision of any employment, consulting, advisory,
nondisclosure, non-competition or other similar agreement between the Optionholder and the
Company), as determined by the Board, which determination shall be conclusive. The
Optionholder shall also be considered to have been discharged for “Cause” if the Board
determines, within 30 days after the Optionholder’s resignation, that discharge for Cause was
warranted.
	 
	3.5	 	The Option is personal to the Optionholder and is not capable of being assigned, transferred,
mortgaged, charged or otherwise disposed of or encumbered (whether in whole or in part and
either voluntarily or by operation of law) without the express written permission of the
Board, except by will or the laws of descent and distribution. If the Optionholder purports
or attempts to assign, transfer, mortgage, charge or otherwise deal with or dispose of or
encumber the Option (whether in whole or in part) contrary to the provisions of this clause or
if the Optionholder is adjudicated bankrupt, the Option shall immediately lapse.






	4.	 	Exercise of Option
	 
	4.1	 	The Option shall, subject to clauses 3 and 4.2, be exercisable by the Optionholder by notice
in writing to the Company at any time prior to the expiry of the relevant Option Period:






	 	(a)	 	specifying the number of Shares in respect of which the Option is being
exercised; and
	 
	 	(b)	 	accompanied by the payment of the aggregate Option Price for the Shares in
respect of which the Option is exercised (which, being a cheque or similar instrument,
shall be valid only if met on first presentation).






	4.2	 	The Optionholder irrevocably undertakes to meet any Tax Liability in respect of the exercise
of the Option. The exercise of the Option pursuant to clause 4.1 shall only be valid if
either:






	 	(a)	 	the Optionholder remits to the Company (on behalf of any member of the Group)
at the time of exercise of the Option (in cleared funds) a sum equal to the Tax
Liability arising by reference to the exercise of the Option in connection with the
payment made to or benefit realised by the Optionholder; or




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	 	(b)	 	the Optionholder enters into such other arrangements satisfactory to the
Company, in its sole discretion, to secure the payment of the Tax Liability referred to
in sub-clause (a) above to any member of the Group.






	4.3	 	The Optionholder hereby irrevocably covenants and undertakes to the Company:






	 	(a)	 	to indemnify and keep indemnified the Company and each other member of the
Group against, and on demand to reimburse the relevant member of the Group for, any Tax
Liability in any jurisdiction in respect of the Optionholder’s income or gains or any
other withholding obligation (limited only to the extent that such amount may be
lawfully recovered from the Optionholder at the relevant time) arising in connection
with any event or circumstances after the Option is exercised that give rise to such a
liability in respect of any Shares acquired by the Optionholder on exercise of the
Option; and
	 
	 	(b)	 	to make such other arrangements as may be satisfactory to the Company in its
absolute discretion to meet any such liability as is described in sub-clause (a) above.






	4.4	 	Within 30 days of the exercise of the Option, the Company shall allot to the Optionholder the
Shares in respect of which the Option is exercised.
	 
	4.5	 	Shares issued on exercise of the Option shall rank pari passu in all respects with Shares in
issue on the date of exercise except that they will not entitle holders to receive any
dividends or other distributions declared for payment to holders of Shares on the register of
members at a record date which precedes the date of exercise.
	 
	4.6	 	The Company shall procure that sufficient Shares are available so as to satisfy any exercise
of the Option.
	 
	5.	 	Takeovers and Liquidation
	 
	5.1	 	For the purposes of this Rule 5, a “Reorganisation Event” shall mean:






	 	(a)	 	any merger or consolidation of the Company with or into another entity as a
result of which all of the Shares are converted into or exchanged for the right to
receive cash, securities or other property, or are cancelled;
	 
	 	(b)	 	any exchange of Shares for cash, securities or other property pursuant to a
share exchange transaction as a result of which any person is or becomes the beneficial
owner of Shares representing more than 50% of the combined voting power or fair market
value of outstanding securities in the Company; or
	 
	 	(c)	 	any liquidation or dissolution of the Company,






	5.2	 	In connection with a Reorganisation Event, the Board shall give the Optionholder reasonable
prior notice of such impending event and the Option shall become exercisable in full (which,
for the avoidance of doubt, shall include the proportion of the Option




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	 	 	which was not yet vested immediately prior to the Reorganisation Event) and shall lapse
immediately prior to the consummation of such Reorganisation Event unless exercised by the
Optionholder.
	 
	6.	 	Variation of Share Capital
	 
	6.1	 	In the event of any issue of shares by way of capitalisation of profits or reserves or by way
of rights, or in the .event of any consolidation or sub-division or reduction or other
variation of share capital, then the number and/or nominal value of Shares comprised in the
Option and/or the Option Price shall be adjusted by the Company in such manner and with effect
from such date as the Company may determine to be appropriate to reflect all securities in the
Company, which are derived from such Shares after the date of this agreement and which are so
derived without receipt of consideration by the Company, provided that such adjustment shall
be ineffective to the extent that the aggregate Option Price originally payable by the
Optionholder on the exercise of the Option would in effect be increased.
	 
	6.2	 	The Company shall give notice in writing to the Optionholder of any adjustment under clause
6.1 as soon as reasonably practicable.
	 
	7.	 	Rights of Optionholder
	 
	7.1	 	The rights of the Optionholder in respect of the Option are a matter entirely separate from
any pension right or term or condition of employment or service and the grant of the Option
shall not be construed as giving the Optionholder the right to continued employment or service
or any other relationship with any member of the Group. If the Optionholder shall cease for
any reason to be employed or engaged within the Group, his rights and benefits under the
Option or in connection therewith (actual or prospective) or any loss thereof shall not in any
way entitle him to claim for compensation against any member of the Group and shall not be
taken into account in assessing any compensation to which he may otherwise be entitled. The
Optionholder’s contract of employment or other terms of service or engagement shall be deemed
to be varied accordingly, if necessary.
	 
	7.2	 	The Company shall not be obliged to provide the Optionholder with copies of any accounts,
notices, circulars or other documents sent to holders of ordinary shares in the capital of the
Company.
	 
	8.	 	Notices
	 
	 	 	Without prejudice to any other method available for the giving of notice, any notice or
other communication desired to be given or made hereunder may be given or made by personally
delivering the same or sending the same by first class post or legible facsimile, in the
case of the Company to its registered address and in the case of the Optionholder to his
last known address or to the address of the place of business at which he performs the whole
or most of the duties of his office. Where a notice or communication is given by first
class post, it shall be deemed to have been received on the second business day after




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	 	 	posting of the same and if personally delivered or sent by legible facsimile shall be deemed
to have been received on despatch if delivered or sent on a business day or (if not so
delivered or sent) on the first business day thereafter.
	 
	9.	 	Accredited Investor Warranty
	 
	 	 	The Optionholder hereby warrants that he is an accredited investor for the purposes of Rule
506 of Regulation D issued by the US SEC.
	 
	10.	 	Transfer Restrictions
	 
	10.1	 	The Optionholder acknowledges that the securities that are the subject of this Agreement have
not been registered under any federal or state securities laws of the United States and that
such securities may not be resold in the United States without such registration or an opinion
of counsel satisfactory to the Company that such registration is not required.
	 
	10.2	 	The Optionholder acknowledges that there are transfer restrictions on the Shares which are
detailed in Part XI of the publicly available admission document in relation to Admission
entitled “Selling Restrictions” and that they will comply with such restrictions upon exercise
of the Option and subsequent sale of the Shares.
	 
	11.	 	Proper Law
	 
	 	 	This agreement shall be governed by and construed in accordance with English law and the
parties hereby irrevocably submit themselves to the exclusive jurisdiction of the courts of
England.
	 
	12.	 	Rights of Third Parties
	 
	12.1	 	The parties agree and acknowledge that:






	 	(a)	 	nothing in this agreement is intended to benefit any person who is not a party
to it (a “Non-Party”) and accordingly no Non-Party has any right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this agreement except as
expressly provided herein and in particular but without limitation in relation to the
payment by the Optionholder of any Tax Liability pursuant to clause 4.2; and
	 
	 	(b)	 	no consent of any Non-Party shall be required for any revision of or amendment
to this agreement save in relation to clause 4.2 for which the Company’s written
approval will be required.






	12.2	 	The provisions of clause 12.1 do not affect any right or remedy of a third party which exists
or is available otherwise than by the Contracts (Rights of Third Parties) Act 1999.




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	13.	 	Counterparts
	 
	 	 	This agreement may be executed in any number of counterparts, each of which, when executed
and delivered, shall be an original, and all counterparts together shall constitute one and
the same instruments.




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IN WITNESS whereof the parties have signed this agreement the day and year first above written.




	 	 	 	 	 	 	 	 

	EXECUTED as a DEED of

	 	 	)	 	 	 
	CBAYSYSTEMS HOLDINGS LIMITED

	 	 	)	 	 	 
	acting by:

	 	 	)	 	 	 
 






	 	 	 	 	 	 

	 

	 	Director
	 	/s/ Nadir Godrej
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Director/Secretary
	 	/s/ Nadir Godrej
	 

	 	 	 	 
	 

	 	 	 	By Attorney Nadir Godrej






	 	 	 	 	 

	EXECUTED as a DEED by

	 	 	)	 
	V. RAMAN KUMAR

	 	 	)	 
	in the presence of:

	 	 	)	 






	 	 	 

	Witness Signature:

	 	/s/ Tom McKay
	 
	 	 
	Witness Name:

	 	Tom McKay
	 
	 	 
	Witness Occupation:

	 	Trainee Solicitor
	 
	 	 
	Witness Address:

	 	Jones Day, 21 Tudor Street, London EC4Y 0DJ