exv4w9





Exhibit 4.9



AMENDMENT TO SHARE OPTION AGREEMENT




DATED 8 DECEMBER 2010




PARTIES:





	(1)	 	CBAYSYSTEMS HOLDINGS LIMITED (registered in British Virgin Islands with number 1398112) whose
registered office is at Palm Grove House, PO Box 3190, Road Town, British Virgin Islands (the
“Company”); and
	 
	(2)	 	ASHUTOSH BHATT of c/o Money Matters for Expats Pte Ltd, 74 Trevose, Singapore 298086 (the
“Optionholder”).





RECITALS:





	(A)	 	By a share option agreement, dated 12 June 2007 (the “Option Agreement”), the Company granted
the Optionholder an option over ordinary shares in the capital of the Company on the terms and
conditions set out therein.
	 
	(B)	 	It is proposed that the Company should reincorporate as a Delaware corporation pursuant to
the laws of the British Virgin Islands and the laws of Delaware. For the avoidance of doubt
the parties have agreed that the Option Agreement as amended by this agreement shall continue
in effect following such re-incorporation.
	 
	(C)	 	The Optionholder is a Leaver for a reason other than one specified in sub-clause 3.3(a) of
the Option Agreement.
	 
	(D)	 	The Company and the Optionholder have agreed (i) that the period of six months for exercise
of the Option as to the Third Tranche under clause 3.3(b) of the Option Agreement following
the Optionholder becoming a Leaver shall be extended, conditioned on the terms set out below.





OPERATIVE PROVISIONS:





	1.	 	Interpretation
	 
	1.1	 	Words and expressions defined in the Option Agreement shall bear the same meanings in this
agreement except where the context otherwise requires.
	 
	1.2	 	The provisions of clauses 1.2 and 1.3 of the Option Agreement shall apply to this agreement
as if set out in full.
	 
	2.	 	Amendment of the Option Agreement
	 
	2.1	 	Clause 3.3(b) of the Option Agreement shall be replaced by the following:
	 
	 	 	“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 Tranche Option has vested
on the date that the Optionholder becomes a Leaver provided that such










 



2


	 	 	exercise takes place after August 15, 2011 and prior to 15 November 2011, failing which the
Third Tranche Option shall lapse.” Save as varied by this agreement the Option Agreement
shall continue in full force and effect and the Option Agreement together with this
agreement shall be read and construed as one agreement.





3. Re-incorporation





	 	 	For the avoidance of doubt the Option Agreement as amended by this agreement shall continue
in effect following any re-incorporation of the Company under the laws of the State of
Delaware.





4. 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.
	 
	5.	 	Rights of Third Parties
	 
	5.1	 	The parties agree and acknowledge that:






	 	5.1.1	 	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; and
	 
	 	5.1.2	 	no consent of any Non-Party shall be required for any revision of or amendment
to this.






	5.2	 	The provisions of clause 5.1 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.
	 
	6.	 	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.




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




	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by

CBAYSYSTEMS HOLDINGS LIMITED

	 	 	)

)	 	 	  	 	 
	acting by:

	 	 	)	 	 	 	 	 
	Its Vice Chairman & Director,

	 	 	)	 	 	/s/ V. RAMAN KUMAR
 

	 	 
	Mr. V. Raman Kumar

	 	 	)	 	 	V. Raman Kumar	 	 
	 

	 	 	 	 	 	Vice Chairman & Director	 	 












 



3


	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by

ASHUTOSH BHATT

	 	 	 	 	 	/s/ ASHUTOSH BHATT
 

	 	 
	 
	 	 	 	 	 	 	 	 
	in the presence of:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature of witness:

	 	 	 	 	 	/s/ AGNELO JOHN RODRIGUES
 

	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Agnelo John Rodrigues	 	 
	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	CBay Systems (India) Private	 	 
	 

	 	 	 	 	 	Limited Godrej Industries Complex,	 	 
	 

	 	 	 	 	 	 Gate # 4, Pirojshanagar, Eastern 	 	 
	 

	 	 	 	 	 	Express Highway, Vikhroli — East,	 	 
	 

	 	 	 	 	 	Mumbai 400079.	 	 
	 
	 	 	 	 	 	 	 	 
	Occupation:

	 	 	 	 	 	Service