Exhibit 10.2


 




 





 


REGISTRATION RIGHTS AGREEMENT


 


by and among


 


PATNI COMPUTER SYSTEMS LIMITED


 


GENERAL ATLANTIC MAURITIUS LIMITED


 


and


 


THE OTHER PARTIES NAMED HEREIN


 


 












 


Dated: July 15,
2002


 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Definitions

  	
   

  
	
  1.2

  	
  References to Persons

  	
   

  
	
  1.3

  	
  Capitalized Terms

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II GRANT OF RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Grant of Rights

  	
   

  
	
  2.2

  	
  Holders of
  Registrable Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III DEMAND REGISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Request for Demand
  Registration

  	
   

  
	
  3.2

  	
  Incidental
  or “Piggy-Back” Rights with Respect to a Demand Registration

  	
   

  
	
  3.3

  	
  Effective Demand
  Registration

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV INCIDENTAL OR “PIGGY-BACK”
  REGISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Request for
  Incidental Registration

  	
   

  
	
  4.2

  	
  Underwritten Offering

  	
   

  
	
  4.3

  	
  Decision
  Not to File Incidental Registration

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V FORM 3 REGISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Request for a
  Form 3 Registration

  	
   

  
	
  5.2

  	
  Inclusion
  of Registrable Securities in Form 3 Registration

  	
   

  
	
  5.3

  	
  Effective Form 3
  Registration

  	
   

  
	
  5.4

  	
  No Demand Registration

  	
   

  
	
  5.5

  	
  Withdrawal

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI PROVISIONS APPLICABLE TO DEMAND
  REGISTRATIONS AND FORM 3 REGISTRATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Underwriting Procedures

  	
   

  
	
  6.2

  	
  Selection of Underwriters

  	
   

  
	
  6.3

  	
  Delay
  or Withdrawal for Valid Business Reasons

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII HOLDBACK AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Restrictions
  on Public Sale by Holders

  	
   

  
	
  7.2

  	
  Restrictions
  on Public Sale by the Company

  	
   

  
							



 


i





















 


	
  ARTICLE VIII
  REGISTRATION PROCEDURES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Obligations of the
  Company

  	
   

  
	
  8.2

  	
  Notice to Discontinue

  	
   

  
	
  8.3

  	
  Registration Expenses

  	
   

  
	
  8.4

  	
  Inclusion of Ordinary
  Shares

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX
  INDEMNIFICATION; CONTRIBUTION

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Indemnification
  by the Company

  	
   

  
	
  9.2

  	
  Indemnification
  by Holders

  	
   

  
	
  9.3

  	
  Conduct of
  Indemnification Proceedings

  	
   

  
	
  9.4

  	
  Contribution

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Rule
  144

  	
   

  
	
  10.2

  	
  ADS
  Listing

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Recapitalizations,
  Exchanges, etc

  	
   

  
	
  11.2

  	
  No Inconsistent Agreements

  	
   

  
	
  11.3

  	
  Remedies

  	
   

  
	
  11.4

  	
  Amendments and Waivers

  	
   

  
	
  11.5

  	
  Notices

  	
   

  
	
  11.6

  	
  Successors
  and Assigns; Third Party Beneficiaries

  	
   

  
	
  11.7

  	
  Counterparts

  	
   

  
	
  11.8

  	
  Headings

  	
   

  
	
  11.9

  	
  Governing Law

  	
   

  
	
  11.10

  	
  Severability

  	
   

  
	
  11.11

  	
  Rules
  of Construction

  	
   

  
	
  11.12

  	
  Entire
  Agreement

  	
   

  
	
  11.13

  	
  Further
  Assurances

  	
   

  
	
  11.14

  	
  Other
  Agreements

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 1

  	
  GE

  	
   

  
	
  SCHEDULE 2

  	
  THE PATNIS

  	
   

  
					



 


ii





















 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT, dated July 15, 2002 among Patni Computer Systems Limited, a
limited liability company validly existing under the Companies Act, 1956 of
India (the “Company”), General Atlantic Mauritius Limited, a limited
liability company incorporated and validly existing under the laws of Mauritius
having its registered office at 5th Floor, TM Building, Pope Hennessy Street,
Port Louis, Mauritius (“GA”), the parties listed on Schedule 1
hereto (“GE”) and the parties listed on Schedule 2 hereto (the “Patnis”).


 


WHEREAS,
pursuant to the Subscription Agreement dated the date hereof, by and between
the Company and GA (“GA Share Subscription Agreement”) and three Share
Purchase Agreements dated the date hereof (the “GA Share Purchase Agreements”)
by and among the Company, GA and certain selling shareholders of the Company
named therein (the “Selling Shareholders”), (a) the Company agrees to
allot and issue to the Depository Bank (as hereinafter defined) on behalf of
GA, an aggregate of 13,441,245 Ordinary Shares (as hereinafter defined) (the “Subscribed
Shares”) and (b) the Selling Shareholders agree to sell to GA, an aggregate
of 10,139,887 Ordinary Shares (the “Purchased Shares”, and together with
the Subscribed Shares, the “Sale Shares”).


 


WHEREAS,
concurrently herewith, the Company, GA, GE and the Patnis are entering into the
Shareholders Agreement (as hereinafter defined), pursuant to which the parties
thereto have agreed to, among other things, certain share transfer and
corporate governance rights and obligations; and


 


WHEREAS,
in order to induce GA to purchase the Sale Shares and to induce the parties
hereto to enter into the Shareholders Agreement, the Company has agreed to
grant registration rights with respect to the Registrable Securities (as
hereinafter defined) as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I


 


INTERPRETATION


 


1.1           Definitions.
 In this Agreement, unless the context
requires otherwise, the following terms shall mean:


 





















 


“ADR
Facility” means an ADR facility with the Depositary Bank established under
the Deposit Agreement.


 


“ADRs”
mean American Depositary Receipts representing ADSs.


 


“ADSs”
mean American Depositary Shares, each of which represents a certain number of
Ordinary Shares.


 


“Affiliate”
shall mean any Person who is an “affiliate” as defined in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act. In addition, the following shall be deemed
to be Affiliates of GA: GAP Bermuda, the shareholders of GAP Bermuda and the
shareholders of GA.


 


“Approved
Underwriter” has the meaning set forth in Section 6.2 of this Agreement.


 


“Business
Day” means any day other than a Saturday, Sunday or  other day on which commercial banks in Bombay
or the State of New York are closed for business.


 


“Closing
Price” means, with respect to the Registrable Securities, as of the date of
determination,


 


(a)           if the Registrable Securities are listed on a
national securities exchange,
the closing price per share of a Registrable Security on such date published in
The Wall Street Journal (National Edition) or, if no such closing price
on such date is published in The Wall Street Journal (National Edition),
the average of the closing bid and asked prices on such date, as officially
reported on the principal national securities exchange on which the Registrable
Securities are then listed or admitted to trading; or


 


(b)           if the Registrable Securities are not then
listed or admitted to trading on any national securities exchange but are
designated as national market system securities by the NASD, the last trading
price per share of a Registrable Security on such date; or


 


(c)           if there shall have been no trading on such
date or if the Registrable Securities are not designated as national market
system securities by the NASD, the average of the reported closing bid and
asked prices of the Registrable Securities on such date as shown by The Nasdaq
Stock Market, Inc. (or its successor) and reported by any member firm of The
New York Stock Exchange, Inc. selected by the Company; or


 


(d)           if none of (a), (b) or (c) is applicable, a
market price per share determined in good faith by the Company’s Board of
Directors or, if such determination is not satisfactory to the Holder for whom
such determination is being made, by an internationally recognized investment
banking firm selected by the Company


 


2





















 


and such Holder, the
expenses for which shall be borne equally by the Company and such Holder.


 


If trading is conducted on a
continuous basis on any exchange, then the closing price shall be at 4:00 P.M.
New York City time.


 


“Commission”
means the Securities and Exchange Commission of the United States or any agency
then having jurisdiction to enforce the Securities Act.


 


“Company”
has the meaning set forth in the preamble to this Agreement.


 


“Company
Underwriter” has the meaning set forth in Section 4.2 of this Agreement.


 


“Demand
Registration” has the meaning set forth in Section 3.1 of this Agreement.


 


“Deposit
Agreement” means the agreement between the Company  and the Depositary Bank in relation to the
establishment of the ADR Facility dated the date hereof.


 


“Depositary
Bank” means The Bank of New York and its domestic custodian bank or such
other depositary bank and its domestic custodian bank as GA may nominate from
time to time for the purposes of the ADR Facility and provided that such other
depositary bank and its domestic custodian bank are reasonably acceptable to
the board of directors of the Company.


 


“Exchange
Act” means the Securities Exchange Act of 1934 of the United States, as
amended, and the rules and regulations of the Commission thereunder.


 


“Form
3 Initiating Holders” has the meaning set forth in Section 5.1 of this
Agreement.


 


“Form
3 Registration” has the meaning set forth in Section 5.1 of this Agreement.


 


“GA”
has the meaning set forth in the preamble to this Agreement.


 


“GA
Share Purchase Agreement” has the meaning set forth in the Recitals to this
Agreement.


 


“GA
Share Subscription Agreement” has the meaning set forth in the Recitals to
this Agreement.


 


“GAP
Bermuda” means GAP (Bermuda) Limited, a Bermuda exempted company.


 


3





















 


“GE”
has the meaning set forth in the preamble to this Agreement.


 


“GE
Shareholders” means GE and any Permitted Transferee  thereof or of any subsequent Permitted
Transferee to whom Registrable Securities are transferred in accordance with
Section 4.1 of the Shareholders Agreement (so long as such agreement is
in effect) and Section 11.6 of this Agreement.


 


“General
Atlantic Shareholders” means GA and any Permitted Transferee thereof or of
any subsequent Permitted Transferee to whom Registrable Securities are
transferred in accordance with Section 4.1 of the Shareholders Agreement (so
long as such agreement is in effect) and Section 11.6 of this Agreement.


 


“Holdback
Period” has the meaning set forth in Section 7.1 of this Agreement.


 


“Holder”
means each of the General Atlantic Shareholders, the GE Shareholders and the
Patni Shareholders and any transferee of any of them to whom Registrable
Securities have been transferred in accordance with Section 11.6 of this
Agreement and Section 4.1 of the Shareholders Agreement, other than a
transferee to whom Registrable Securities have been transferred pursuant to a
Registration Statement under the Securities Act or Rule 144 or Regulation S under
the Securities Act (or any successor thereto).


 


“Holders’
Counsel” has the meaning set forth in Section 8.1(a) of this Agreement.


 


“Incidental
Registration” has the meaning set forth in Section 4.1 of this Agreement.


 


“Indemnified
Party” has the meaning set forth in Section 9.3 of this Agreement.


 


“Indemnifying
Party” has the meaning set forth in Section 9.3 of this Agreement.


 


“Initiating
Holders” has the meaning set forth in Section 3.1 of this Agreement.


 


“Inspector”
has the meaning set forth in Section 8.1(g) of this Agreement.


 


“IPO
Effectiveness Date” means the date upon which the  Company closes its first firm commitment
underwritten public offering of Ordinary Shares on any Recognized Stock
Exchange.


 


“Liability”
has the meaning set forth in Section 9.1 of this Agreement.


 


4





















 


“Market
Price” means, on any date of determination, the average of the daily
Closing Price of the Registrable Securities for the immediately preceding
thirty (30) days on which the national securities exchanges are open for
trading.


 


“NASD”
means the National Association of Securities Dealers, Inc.


 


“Ordinary
Shares” means the equity shares of the Company as  subdivided, consolidated or converted from
time to time or any equity shares held in an ADR Facility for the benefit of
any shareholder of the Company;


 


“Party”
shall mean each of the Company, GA, GE, the Patnis and any Person that
subsequently becomes a party to this Agreement pursuant to the terms hereof.


 


“Patni
Shareholders” means the Patnis and any Permitted  Transferee thereof or of any subsequent
Permitted Transferee to whom Registrable Securities are transferred in
accordance with Section 4.1 of the Shareholders Agreement (so long as such
agreement is in effect) and Section 11.16 of this Agreement.


 


“Patnis”
has the meaning set forth in the preamble to this Agreement.


 


“Person”
means any individual, company, corporation, partnership, trust, association or
other entity.


 


“Purchased
Shares” has the meaning set forth in the Recitals to this Agreement.


 


“Recognized
Stock Exchange” means the Bombay Stock  Exchange, Nasdaq National Market or New York
Stock Exchange or any other stock exchange as agreed by the Board of Directors
of the Company (such agreement to include the agreement of GA) on which the
Company’s Ordinary Shares are listed or to be listed.


 


“Records”
has the meaning set forth in Section 8.1(g) of this Agreement.


 


“Registrable
Securities” means each of the following (a) the Sale Shares, (b) any and
all Ordinary Shares owned or acquired hereafter by the Holders or any Affiliate
of the Holders or issued or issuable to them upon conversion of any preferred
shares or debt securities of the Company, or exercise of any warrants, (c) any
Ordinary Shares issued or issuable to any of the Holders with respect to
Registrable Securities by way of stock dividend or share split or in connection
with any combination of shares, recapitalization, merger, consolidation or
other reorganization or otherwise, and (d) any ADSs representing any of the
securities described in (a) – (c) above; provided, that securities held
by a Holder will cease to be Registrable Securities when (x) a Registration
Statement (other than a Form F-6 or Form F-4) covering such


 


5





















 


Registrable Securities has
been declared effective under the Securities Act by the Commission and such
Registrable Securities have been disposed of pursuant to such effective
Registration Statement or (y) the entire amount of the Registrable Securities
held by such Holder may, in the opinion of counsel satisfactory to the Company
and the Holder, be sold by such Holder pursuant to Rule 144 (or any successor
provision then in effect) under the Securities Act in a single sale without any
limitation as to volume.


 


“Registration
Expenses” has the meaning set forth in Section 8.3 of this Agreement.


 


“Registration
Statement” means a registration statement filed pursuant to the Securities
Act.


 


“Sale
Shares” has the meaning set forth in the Recitals to this Agreement.


 


“Securities
Act” means the Securities Act of 1933 of the United States, as amended, and
the rules and regulations of the Commission promulgated thereunder.


 


“Selling
Shareholders” has the meaning set forth in the Recitals to this Agreement.


 


“Shareholders
Agreement” means the Amended and Restated  Shareholders Agreement, dated the date
hereof, among the Company, GA, GE and the Patnis.


 


“Subscribed
Shares” has the meaning set forth in the Recitals.


 


“Underwriter”
means a Company Underwriter or an Approved Underwriter.


 


“Valid
Business Reason” has the meaning set forth in Section 6.3 of this
Agreement.


 


1.2           References to Persons. 
References to any Person shall, where the context permits, include such
Person’s respective successors, legal representatives and permitted assigns.


 


1.3           Capitalized Terms. Any capitalized terms and expressions not expressly
defined in this Agreement shall have the meaning ascribed to them in the Shareholders
Agreement.


 


6





















 


ARTICLE
II


 


GRANT OF RIGHTS


 


2.1           Grant of Rights. The Company hereby grants registration
rights to the Holders upon the terms and conditions set forth in this
Agreement.


 


2.2           Holders of Registrable Securities. A Person is deemed to be a holder of Registrable
Securities whenever such Person owns of record Registrable Securities, or holds
an option to purchase, or a security convertible into or exercisable or exchangeable
for, Registrable Securities whether or not such acquisition or conversion has
actually been effected. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company may act upon the basis of the instructions,
notice or election received from the registered owner of such Registrable
Securities. Registrable Securities issuable upon exercise of an option or upon
conversion of another security shall be deemed outstanding for the purposes of
this Agreement.


 


ARTICLE
III


 


DEMAND REGISTRATION


 


3.1           Request for Demand Registration. At any time commencing on or after the date that is the earlier to
occur of (x) sixteen (16) months after the IPO Effectiveness Date or (y) 180
days after the Company becomes a reporting company under the Exchange Act,
either (i) the General Atlantic Shareholders, (ii) the GE Shareholders or (iii)
the Holders (excluding the General Atlantic Shareholders and the GE
Shareholders) holding a minimum of twenty percent (20%) of the Registrable
Securities then outstanding (the “Initiating Holders”) may make a
written request to the Company to register, and the Company shall file a
Registration Statement with respect to the number of Registrable Securities
specified in such request (a “Demand Registration”); provided, however,
that the Company shall not be obligated to effect (A) more than one Demand
Registration within any 12-month period and more than two Demand Registrations
for the General Atlantic Shareholders, one Demand Registration for the GE
Shareholders and two Demand Registrations for the other Holders; (B) a Demand
Registration for the GE Shareholders at any time before a Demand Registration
for the General Atlantic Shareholders has been effected, unless one year has
elapsed since the Company has become a reporting company under the Exchange Act
and the Company is not then listed on a Recognized Stock Exchange outside of
the United States; (C) a Demand Registration for any Holders who are not
General Atlantic Shareholders or GE Shareholders at any time before a Demand
Registration for the GE Shareholders has been effected and (D) a Demand
Registration if the Initiating Holders propose to sell their Registrable
Securities at an aggregate price (calculated based upon the Market Price of the
Registrable Securities on the date of filing of the Registration Statement with
respect to such Registrable Securities) to the public of less than
US$10,000,000. For purposes of the preceding sentence, the filing of two or
more Registration Statements in response to one demand shall be counted as one
Demand Registration. Each request for a Demand


 


7





















 


Registration by the
Initiating Holders shall state the amount of the Registrable Securities
proposed to be sold and the intended method of disposition thereof. The Company
shall not be obligated to take any action pursuant to this Section 3.1 so long
as the Company is eligible to use Form S-3 or F-3 or any successor thereto.


 


3.2           Incidental or “Piggy-Back” Rights with
Respect to a Demand Registration. Each of the Holders (other than Initiating Holders which have
requested a registration under Section 3.1) may offer its or his Registrable
Securities under any Demand Registration pursuant to this Section 3.2. Within
five (5) business days after the receipt of a request for a Demand Registration
from an Initiating Holder, the Company shall (i) give written notice thereof to
all of the Holders (other than Initiating Holders which have requested a
registration under Section 3.1) and (ii) subject to Section 6.1, include in
such registration all of the Registrable Securities held by such Holders from
whom the Company has received a written request for inclusion therein within
fifteen (15) days of the receipt by such Holders of such written notice
referred to in clause (i) above. Each such request by such Holders shall
specify the number of Registrable Securities proposed to be registered. The
failure of any Holder to respond within such 15-day period referred to in
clause (ii) above shall be deemed to be a waiver of such Holder’s rights under
this Section 3.2 with respect to such Demand Registration. Any Holder may waive
its rights under this Section 3.2 prior to the expiration of such 15-day period
by giving written notice to the Company, with a copy to the
Initiating Holders. If a Holder sends the Company a written request for
inclusion of part or all of such Holder’s Registrable Securities in a
registration, such Holder shall not be entitled to withdraw or revoke such
request without the prior written consent of the Company in its sole discretion
unless, as a result of facts or circumstances arising after the date on which
such request was made relating to the Company or to market conditions, such
Holder reasonably determines that participation in such registration would have
a material adverse effect on such Holder.


 


3.3           Effective Demand Registration. The Company shall use commercially
reasonable efforts to cause a Registration Statement in respect of any Demand
Registration to become effective as soon as reasonably practicable after the
Company receives a request under Section 3.1. A registration shall not
constitute a Demand Registration satisfying the Company’s obligations hereunder
until the relevant Registration Statement has become effective and remained
continuously effective for the lesser of (x) the period during which all
Registrable Securities registered in the Demand Registration are sold and (y)
120 days; provided, however, that a registration shall not
constitute a Demand Registration satisfying the Company’s obligations hereunder
if (A) after the relevant Registration Statement has become effective, such
registration or the related offer, sale or distribution of Registrable
Securities thereunder is interfered with by any stop order, injunction or other
order or requirement of the Commission or other governmental agency or court
for any reason not attributable to the Initiating Holders and such interference
is not thereafter eliminated or (B) the conditions specified in the
underwriting agreement, if any, entered into in connection with such Demand
Registration are not satisfied or waived, other than by reason of a failure by
the Initiating Holder.


 


8





















 


ARTICLE
IV


 


INCIDENTAL OR “PIGGY-BACK” REGISTRATION


 


4.1           Request for Incidental Registration.  If
at any time the Company proposes
to register any Ordinary Shares or ADSs in connection with an offering by the
Company for its own account (other than a registration utilizing Form S-4, F-4,
S-8 or any successor thereto) or for the account of any shareholder of the
Company other than a Holder, then each Holder shall have the right to have all
or any portion of its Registrable Securities included in such registration as
provided in this Section 4.1 (an “Incidental Registration”). The Company
shall (x) give written notice of such proposed registration to each such Holder
at least twenty (20) days before the anticipated filing date of the relevant
Registration Statement, which notice shall describe the proposed registration
and distribution, and (y) include in such registration the number of
Registrable Securities specified in each written request for inclusion therein
delivered by any Holder to the Company not later than fifteen (15) days after
the receipt by such Holders of such written notice referred to in clause (x)
above. The failure of any Holder to respond within such 15-day period referred
to in clause (y) above shall be deemed to be a waiver of such Holder’s rights
under this Section 4 with respect to such registration.


 


4.2           Underwritten Offering.  In
connection with any Incidental Registration under Section 4.1 involving an
underwritten offering, the Company shall not be required to include any
Registrable Securities in such underwritten offering unless the Holders thereof
accept the terms of the underwritten offering as agreed upon between the Company,
such other shareholders, if any, and the managing underwriter of such offering (the
“Company Underwriter”); provided, that no such terms shall impair the indemnification
rights of the Holders granted under Article IX.  If the Company Underwriter determines that the
registration of all or part of the Registrable Securities which the Holders
have requested to be included would adversely affect the success of such offering,
then the Company shall be required to include in such Incidental Registration,
to the extent of the amount that the Company Underwriter believes may be sold
without causing such adverse effect, first, all of the securities to be offered
for the account of the Company; second, the Registrable Securities to be
offered for the account of the General Atlantic Shareholders and the GE
Shareholders pro rata based on the number of Registrable Securities owned by
such Holders; third, the Patni Shareholders pro rata based on the number of
Registrable Securities owned by such Holders; fourth, the other Holders pro
rata based on the number of Registrable Securities owned by such Holder; and
third, any other securities requested to be included in such offering.


 


4.3           Decision Not to File Incidental Registration.  If,
after proposing to file an Incidental Registration, the Company decides not to
file the Incidental Registration, then the Holders requesting inclusion of
their Registrable Securities pursuant to Section 4.1 will not be entitled to
have their Registrable Securities registered at such time.


 


9





















 


ARTICLE
V


 


FORM 3 REGISTRATION


 


5.1           Request for a Form 3 Registration.  At
any time after the Company becomes eligible to use Form S-3 or F-3 (or any
successor thereto) in connection with a public offering of its securities, (i)
the General Atlantic Shareholders, (ii) the GE Shareholders or (iii) the
Holders (excluding the General Atlantic Shareholders and the GE Shareholders)
holding twenty percent (20%) of the Registrable Securities then outstanding
(the “Form 3 Initiating
Holders”) may make a written request to the Company to register, and the
Company shall file a Registration Statement on Form S-3 or F-3, as applicable
with respect to the number of Registrable Securities specified in such request
for an offering on a continuous basis pursuant to Rule 415 under the Securities
Act (a “Form 3 Registration”); provided, however, that the
Company shall not be required to effect any registration pursuant to this
Section 5.1:


 


(a)           within (i) one hundred twenty (120) days
after the effective date of any other Registration Statement of the Company
filed in connection with an offering that is not underwritten or (ii) during a
Holdback Period in the case of an underwritten offering;


 


(b)           if within the eighteen (18) month period
preceding the date of such request, the Company has effected two (2)
registrations on Form S-3 or Form F-3 pursuant to this Section 5.1;


 


(c)           if Form S-3 or Form F-3 is not available for
such offering by the Form 3 Initiating Holders; or


 


(d)           if the Holders requesting inclusion of
Registrable Securities in such registration propose to sell such Registrable
Securities at an aggregate price (calculated based upon the Market Price of the
Registrable Securities on the date of filing of the Form S-3 or F-3 with
respect to such Registrable Securities) to the public of less than
US$5,000,000.


 


5.2           Inclusion of Registrable Securities in Form 3
Registration.  Each
Holder other than the Form 3 Initiating Holders shall have the right to have
all or any portion of its Registrable Securities included in such Form 3
Registration as provided in this Section 5.2. Within five (5) Business Days
after the receipt of a request for a Form 3 Registration from the Initiating
Holder, the Company shall (x) give written notice thereof to all of the Holders
(other than the Form 3 Initiating Holders) and (y) subject to Section 6.1,
include in such registration such number of Registrable Securities specified in
each written request for inclusion therein delivered by any Holder to the
Company not later than five (5) Business Days after delivery to such Holders of
the written notice referred to in clause (x) above. The failure of any Holder
to respond within such 5-Business Day period referred to in clause (y) above
shall be deemed to be a waiver of such Holder’s rights under this Article V
with respect to such Form 3 Registration.


 


10





















 


 


5.3           Effective Form 3 Registration.  The
Company shall use commercially
reasonable efforts to cause a Registration Statement in respect of any Form 3
Registration to become effective as soon as reasonably practicable after the
Company receives a request under Section 5.1 and to remain effective until the
earlier of (i) 180 days from the date of effectiveness and (ii) all Registrable
Securities covered by such Registration Statement have been sold.


 


5.4           No Demand Registration.  No
registration requested by any Holder pursuant to this Article V shall be deemed
a Demand Registration pursuant to Article III.


 


5.5           Withdrawal.  Any
Form 3 Registration requested or filed hereunder may be postponed or withdrawn
at any time at the request of the Form 3 Initiating Holders; provided that, for
purposes of Section 5.1(b) above, a registration shall be deemed to have been
effected once the Registration Statement is declared effective by the Commission.


 


ARTICLE
VI


 


PROVISIONS APPLICABLE TO DEMAND

REGISTRATIONS AND FORM 3 REGISTRATIONS


 


6.1           Underwriting Procedures. If the Initiating Holders or the Form 3
Initiating Holders, as the case may be, holding a majority of the Registrable
Securities held by all of the Initiating Holders or Form 3 Initiating Holders,
as the case may be, so elect, the Company shall use commercially reasonable
efforts to cause the relevant Demand Registration or Form 3 Registration to be
in the form of a firm commitment underwritten offering and the managing
underwriter or underwriters selected for such offering shall be the Approved
Underwriter selected in accordance with Section 6.2. In connection with any
Demand Registration or Form 3 Registration involving an underwritten offering,
the Company shall not be required to include any Registrable Securities in such
underwritten offering unless the Holders thereof accept the terms of the
underwritten offering as agreed upon among the Company, the Approved
Underwriter and the Initiating Holders or Form 3 Initiating Holders, as the
case may be, and then only in such quantity as such underwriter believes will
not jeopardize the success of such offering by the Holders. If the Approved
Underwriter believes that the registration of all or part of the Registrable
Securities which the Holders have requested to be included would materially
adversely affect the success of such public offering, then the Company shall be
required to include in the underwritten offering, to the extent of the amount
that the Approved Underwriter believes may be sold without causing such adverse
effect, first, all of the Registrable Securities to be offered for the account
of the Initiating Holders or Form 3 Initiating Holders, pro rata based on the
number of Registrable Securities owned by such Holders; second, all of the
Registrable Securities to be offered for the account of the General Atlantic
Shareholders and the GE Shareholders (to the extent that they are not the
Initiating Holders or Form 3 Holders) pro rata based on the number of
Registrable Securities owned by such Holders; third, the Patni Shareholders (to
the extent that they are not the Initiating Holders or Form 3 Holders) pro rata
based on the number of Registrable Securities owned by such Holders; fourth,
the other Holders


 


11





















 


(other than the Initiating
Holders or Form 3 Initiating Holders) pro rata based on the number of
Registrable Securities owned by such Holders; and third, any other securities
requested to be included in such offering.


 


6.2           Selection of Underwriters.  If
any Demand Registration or Form 3 Registration, as the case may be, of
Registrable Securities is in the form of an underwritten offering, the Company
shall select an investment banking firm of international reputation to act as
the managing underwriter of the offering; provided, however, that
if the managing underwriter selected by the Company is not then generally considered
a New York “bulge bracket” firm, the firm selected shall also be approved by the
Initiating Holders or Form 3 Initiating Holders, as the case may be, such
approval not to be unreasonably withheld (the “Approved Underwriter”).


 


6.3           Delay or Withdrawal for Valid Business
Reasons.  If
the Board of Directors of the Company, in its good faith judgment, determines
that any Demand Registration or Form 3 Registration would be detrimental to the
Company because it would materially interfere with a material financing,
acquisition, strategic alliance, corporate reorganization or merger or other
material transaction involving the Company or because the Company has been
advised by the Approved Underwriter that proceeding with the offering in the
face of adverse marketing conditions would be detrimental to the Company and
its shareholders, and determines that it is therefore essential in the
interests of the Company that such registration not proceed (a “Valid
Business Reason”), the Company may postpone filing a Registration Statement
or withdraw a filed Registration Statement relating, in either case, to a
Demand Registration or a Form 3 Registration, until such Valid Business Reason
no longer exists, but in no event for more than ninety (90) days after notice
to the Initiating Holders or Form 3 Initiating Holders, as the case may be, of
such determination to postpone or withdraw. The Company shall give written notice
to the Initiating Holders or Form 3 Initiating Holders, as the case may be, of
its determination to postpone or withdraw a Registration Statement and of the
fact that the Valid Business Reason for such postponement or withdrawal no
longer exists, in each case, promptly after the occurrence thereof.
Notwithstanding anything to the contrary contained herein, the Company may not
postpone or withdraw a filing under this Section 6.3 more than once in any
twelve (12) month period. For the avoidance of doubt, if the Company withdraws
a previously filed Registration Statement in accordance with this Section 6.3,
it shall file a new Registration Statement within ninety one (91) days and such
new Registration Statement shall not be considered an additional Demand Registration
or Form 3 Registration, as the case may be.


 


ARTICLE
VII


 


HOLDBACK AGREEMENTS


 


7.1           Restrictions on Public Sale by Holders.  If
(x) requested by the Approved Underwriter or the Company Underwriter, as the
case may be, in the case of an underwritten public offering, and (y) all of the
Company’s officers and directors, and all of the Company’s shareholders holding
more than one percent (1%) of the Company’s outstanding capital stock, execute
agreements setting forth restrictions identical to those


 


12





















 


referred to in this Section
7.1, then no Holder shall, during the ninety (90) day period commencing on the
effective date of any Registration Statement filed by the Company in connection
with any public offering of Ordinary Shares or ADSs or such longer period as
the Approved Underwriter or the Company Underwriter, as the case may be, may
reasonably request, but in no case for more than 180 days (the “Holdback Period”),
(i) effect any public sale or distribution of any Registrable Securities or of
any securities convertible into or exchangeable or exercisable for such
Registrable Securities, (including without limitation a sale pursuant to Rule
144 under the Securities Act), except pursuant to such registration, or (ii)
make any request for a Demand Registration or Form 3 Registration under this
Agreement. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of the Holdback Period, or such shorter
period if the restrictions on public sales have been requested by an Approved
Underwriter or a Company Underwriter who then releases all persons from their
obligations under this Section 7.1 before the Holdback Period has expired. No
Holder or officer, director or other shareholder shall be released from any
obligation under this Section 7.1 or under any agreement setting forth
restrictions similar to those set forth in this Section 7.1 unless all other
Holders are also released from their obligations under this Section 7.1.


 


7.2           Restrictions on Public Sale by the Company. The Company agrees not to effect any public sale or distribution of
any of its securities in the United States, or any securities convertible into
or exchangeable or exercisable for such securities (except pursuant to
registrations on Form S-4, F-4 or S-8 or any successor thereto), during the
period beginning on the effective date of any Registration Statement filed in
connection with an underwritten offering in which the Holders of Registrable
Securities are participating and ending on the earlier of (x) the date on which
all Registrable Securities registered pursuant to such Registration Statement
are sold and (y) the last day of the Holdback Period.


 


ARTICLE VIII


 


REGISTRATION PROCEDURES


 


8.1           Obligations of the Company. Whenever registration of Registrable Securities has been requested
pursuant to Article III, Article IV or Article V, the Company shall use
commercially reasonable efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended method of distribution
thereof as quickly as practicable, and in connection with any such request, the
Company shall, as expeditiously as possible:


 


(a)           prepare and, within 60 days (120 days if the
Company is not a reporting company under the Exchange Act at the time of such
request), file (which term shall include submission of a registration statement
in draft form to the Commission’s Office of International Corporate Finance) a
Registration Statement with the Commission on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and
which form shall be available for the sale of


 


13





















 


such Registrable Securities
in accordance with the intended method of distribution thereof, and cause such
Registration Statement to become effective; provided, however,
the Company shall not be required to file any Registration Statement hereunder
during the period beginning on the 91st day following the end of its fiscal
year and ending on the earlier of (i) the date on which the Company filed its
Annual Report on Form 20-F or 10-K with the Commission for the fiscal year then
ended and (ii) the latest date the Company may file such Annual Report; provided,
further, that (x) before filing a Registration Statement or prospectus or
any amendments or supplements thereto, the Company shall provide counsel
selected by the Holders holding a majority of the Registrable Securities being
registered in such registration (“Holders’ Counsel”) and any other
Inspector with 5 business days time to review and comment on such Registration
Statement and each prospectus included therein (and each amendment or
supplement thereto) to be filed with the Commission, subject to such documents
being under the Company’s control, and (y) the Company shall notify the Holders’
Counsel and each seller of Registrable Securities of any stop order issued or
threatened by the Commission and take all action required to prevent the entry
of such stop order or to remove it if entered;


 


(b)           prepare and file with the Commission such
amendments and supplements to such Registration Statement and the prospectus
used in connection therewith as may be necessary to keep such Registration
Statement effective for the lesser of (x) 120 days and (y) such shorter period
which will terminate when all Registrable Securities covered by such
Registration Statement have been sold, and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement;


 


(c)           furnish to each seller of Registrable
Securities, prior to filing a Registration Statement, at least one copy of such
Registration Statement as is proposed to be filed, and thereafter such number
of copies of such Registration Statement, each amendment and supplement thereto
(in each case including all exhibits thereto), and the prospectus included in
such Registration Statement (including each preliminary prospectus) and any
prospectus filed under Rule 424 under the Securities Act as each such seller
may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such seller;


 


(d)           use commercially reasonable efforts to register
or qualify such Registrable Securities under such other securities or “blue sky”
laws of such jurisdictions as any seller of Registrable Securities may
reasonably request in writing, and to continue such qualification in effect in
such jurisdiction for as long as permissible pursuant to the laws of such
jurisdiction, or for 120 days or until all of such Registrable Securities are
sold, whichever is shortest, and do any and all other acts and things which may
be reasonably necessary or advisable to enable any such seller to consummate
the disposition in such jurisdictions of the Registrable Securities owned by
such seller; provided, however, that the Company shall not be
required to (x) qualify generally to do business or register as a broker or
dealer in any jurisdiction where it would not otherwise be required to qualify
or register but for this

Section 8.1(d), (y) subject itself to taxation


 


14





















 


in any such jurisdiction or
(z) consent to general service of process in any such jurisdiction;


 


(e)           notify each seller of Registrable Securities
at any time when a prospectus relating thereto is required to be delivered
under the Securities Act, upon discovery that, or upon the happening of any
event as a result of which, the prospectus
included in such Registration Statement contains an untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading and the Company shall promptly prepare a
supplement or amendment to such prospectus and furnish to each seller of
Registrable Securities a reasonable number of copies of such supplement to or
an amendment of such prospectus as may be necessary so that, after delivery to
the purchasers of such Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;


 


(f)            enter into and perform customary agreements
(including an underwriting agreement in customary form with the Underwriter, if
any) and take such other actions as are prudent and reasonably required in
order to expedite or facilitate the disposition of such Registrable Securities,
including causing its officers to participate in “road shows” and other
information meetings organized by the Approved Underwriter or Company
Underwriter;


 


(g)           make available at reasonable times for
inspection by any seller of Registrable Securities, any managing underwriter
participating in any disposition of such Registrable Securities pursuant to a
Registration Statement, Holders’ Counsel and any attorney, accountant or other
agent retained by any such seller or any managing underwriter and identified as
such in writing to the Company (each, an “Inspector” and collectively,
the “Inspectors”), all financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries (collectively, the
“Records”) as shall be reasonably necessary to enable them to exercise
their due diligence responsibilities, and cause the Company’s and its
subsidiaries’ officers, directors and employees, and the independent public
accountants of the Company, to supply all information reasonably requested by
any such Inspector in connection with such Registration Statement; provided,
that records that the Company determines, in good faith, to be confidential and
which it notifies the Inspectors are confidential shall not be disclosed by the
Inspectors (and the Inspectors shall confirm their agreement in writing in
advance to the Company if the Company shall so request) unless (x) the
disclosure of such Records is necessary, in the Company’s judgment, to avoid or
correct a misstatement or omission in the Registration Statement, (y) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction after exhaustion of all appeals therefrom or
(z) the information in such Records was known to the Inspectors prior to its
disclosure by the Company from sources not subject to any confidentiality
obligation to the Company with respect to such information or such information
has been made generally available to the public other than by unauthorized
disclosure by any Inspector; and provided, further, that each
seller of Registrable


 


15





















 


Securities shall, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at the Company’s
expense, to undertake appropriate action to prevent disclosure of the Records
deemed confidential;


 


(h)           if such sale is pursuant to an underwritten
offering, obtain “cold comfort” letters, dated the effective date of the
Registration Statement and the date of the closing under the underwriting
agreement, from the Company’s independent public accountants in customary form
and covering such matters of the type customarily covered by “cold comfort”
letters as Holders’ Counsel or the Approved Underwriter or Company Underwriter,
as applicable, reasonably requests;


 


(i)            furnish, at the request of any seller of
Registrable Securities on the date such securities are delivered to the
underwriters for sale pursuant to such registration or, if such securities are
not being sold through underwriters, on the date the Registration Statement
with respect to such securities becomes effective, an opinion, dated such date,
of Company’s counsel for the purposes of such registration, addressed to the
underwriters, if any, and to the seller making such request, covering such
legal matters with respect to the registration in respect of which such opinion
is being given as the underwriters, if any, and such seller may reasonably
request and are customarily included in such opinions;


 


(j)            comply in all material respects with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable but no later than eighteen
(18) months after the effective date of the Registration Statement, an earnings
statement covering a period of twelve (12) months beginning after the effective
date of the Registration Statement, in a manner which satisfies the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(k)           cause all such Registrable Securities to be
listed on each securities exchange on which similar securities issued by the
Company are then listed, provided that the applicable listing requirements are
satisfied;


 


(l)            cooperate with each seller of Registrable
Securities and each Approved Underwriter or Company Underwriter participating in
the disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD;


 


(m)          appoint a qualified independent underwriter,
if necessary under the circumstances or if reasonably requested by the Board in
connection with an Incidental Registration; and


 


(n)           take all other steps reasonably necessary to
effect the registration of the Registrable Securities contemplated hereby.


 


16





















 


8.2           Notice to Discontinue. Each Holder of
Registrable Securities agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 8.1(e), such
Holder shall forthwith discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until such Holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 8.1(e) and, if so directed by the Company, such
Holder shall deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies then in such Holder’s possession, of the
prospectus covering such Registrable Securities which is current at the time of
receipt of such notice. If the Company shall give any such notice, the Company
shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement (including, without limitation,
the period referred to in Section 8.1(b)) by the number of days during the
period from and including the date of the giving of such notice pursuant to
Section 8.1(e) to and including the date when sellers of such Registrable
Securities under such Registration Statement shall have received the copies of
the supplemented or amended prospectus contemplated by and meeting the
requirements of Section 8.1(e).


 


8.3           Registration Expenses. The Company
shall pay all expenses arising from or incident to its performance of, or
compliance with, this Agreement, including, without limitation,


 


(a)           Commission and stock exchange registration
and filing fees,


 


(b)          all fees and expenses incurred in complying
with securities or “blue sky” laws (including reasonable fees, charges and
disbursements of counsel incurred in connection with “blue sky” qualifications
of the Registrable Securities as may be set forth in any underwriting
agreement),


 


(c)           all printing, messenger and delivery
expenses,


 


(d)          the fees, disbursements and other charges of
counsel to the Company and of the Company’s independent public accountants and
any other accounting fees, charges and expenses incurred by the Company
(including any expenses arising from any “cold comfort” letters or any special
audits incident to or required by any registration or qualification) and


 


(e)           any liability insurance or other premiums for
insurance obtained in connection with any Demand Registration, Incidental
Registration or Form 3 Registration pursuant to the provisions set forth in
this Agreement, regardless of whether the relevant Registration Statement is
declared effective.


 


In addition, the Company
shall bear the fees, disbursements and other charges of one counsel to the
Holders in connection with any registration of Registrable Securities in an
amount not to exceed US$50,000 for the first such registration and US$15,000
for any subsequent registration. All of the expenses described above in this
Section 8.3 are referred to herein as “Registration Expenses.” The
Holders of Registrable Securities sold


 


17





















 


pursuant to a Registration
Statement shall bear the expense of any broker’s commission or underwriter’s
discount or commission relating to registration and sale of such Holders’
Registrable Securities and, except as provided above, shall bear all fees, disbursements
and other charges of their own counsel. Each Holder participating in a
registration shall bear such Holder’s proportionate share (based on the total
number of securities sold in such registration other than for the account of
the Company) of all discounts, commissions or other amounts payable to
underwriters or brokers in connection with the relevant offering.


 


8.4           Inclusion of Ordinary Shares. Whenever registration of Registrable Securities has been requested
pursuant to Article III, Article IV or Article V, the Company shall include in
the applicable Registration Statement in such combination requested by the
Holder such number of Ordinary Shares (i) held directly by the Holder and (ii)
underlying the ADSs held by such Holder.


 


ARTICLE
IX


 


INDEMNIFICATION; CONTRIBUTION


 


9.1           Indemnification by the Company. The Company shall indemnify and hold harmless each Holder, its
partners, directors, officers and Affiliates and each Person who controls
(within the meaning of Section 15 of the Securities Act) such Holder from and
against any and all losses, claims, damages, liabilities, expenses, including
fees, disbursements and other charges of counsel and costs of investigation
(each, a “Liability” and collectively, “Liabilities”) arising out
of or based upon


 


(a)           any untrue, or allegedly untrue, statement of a material fact contained
in any Registration Statement, prospectus, preliminary prospectus, notification
or offering circular (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto),


 


(b)           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 under the circumstances such statements were
made, or


 


(c)           any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, or any other securities or
other law of any jurisdiction, common law or otherwise, or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any such
other laws, in connection with any offering of Registrable Securities pursuant
to a Registration Statement;


 


except in each case insofar
as such Liability arises out of or is based upon (i) any untrue statement or
alleged untrue statement or omission or alleged omission contained in such
Registration Statement, preliminary prospectus, final prospectus, notification
or offering circular in reliance and in conformity with information concerning
such Holder furnished in writing to the Company by such Holder expressly for
use therein or (ii) a Holder’s failure to deliver an amended or supplemental
prospectus if such delivery is required


 


18





















 


under the Securities Act and
such Liability would not have arisen had such delivery occurred. The Company
shall also indemnify, to the same extent as provided above with respect to the
indemnification of the Holders of Registrable Securities and otherwise as may
be customary in connection with similar underwritings, each underwriter of the
Registrable Securities, its officers, directors and employees and each Person
who controls (within the meaning of Section 15 of the Securities Act) such
underwriter.


 


9.2           Indemnification by Holders. In connection with any Registration Statement in which a Holder is
participating pursuant to Article III, Article IV or Article V hereof, such
Holder shall promptly furnish to the Company in writing such information with
respect to such Holder as the Company may reasonably request or as may be
required by law for use in connection with any such Registration Statement or
prospectus and all information with respect to such Holder required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading or necessary to cause such
Registration Statement not to omit a material fact with respect to such Holder
necessary in order to make the statements therein not misleading. Each Holder
shall indemnify and hold harmless the Company, its officers, directors and
Affiliates, any underwriter underwriting a distribution of securities by the
Company and each Person who controls (within the meaning of Section 15 of the
Securities Act) the Company or such underwriter from and against any Liabilities
arising out of or based upon


 


(a)           any untrue, or allegedly untrue, statement of a material fact contained
in any Registration Statement, prospectus, preliminary prospectus, notification
or offering circular (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or


 


(b)           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
under the circumstances such statements were made, but in each case only to the
extent that such statement, omission or alleged omission was made in reliance
upon and in conformity with information with respect to such Holder furnished
in writing to the Company by such Holder expressly for use in such Registration
Statement, prospectus, preliminary prospectus, notification or offering
circular;


 


provided, however, that the total amount to be
indemnified by such Holder pursuant to this Section 9.2 shall be limited to the
net proceeds received by such Holder in the offering to which the Registration
Statement or prospectus relates.


 


9.3           Conduct of Indemnification Proceedings.


 


Any
Person entitled to indemnification hereunder (the “Indemnified Party”)
shall give prompt written notice to the indemnifying party (the “Indemnifying
Party”) after the receipt by the Indemnified Party of any written notice of
the commencement of any action, suit, proceeding or investigation or threat
thereof made in writing for which the Indemnified Party intends to claim
indemnification or contribution pursuant to this Agreement; provided, however,
that the failure so to notify the


 


19





















 


Indemnifying Party shall not
relieve the Indemnifying Party of any Liability that it may have to the
Indemnified Party hereunder (except to the extent that the Indemnifying Party
is materially prejudiced or otherwise forfeits substantive rights or defenses
by reason of such failure). If notice of commencement of any such action, suit
or proceeding is given to the Indemnifying Party as above provided in this
Section 9.3, the Indemnifying Party shall be entitled to participate in and, to
the extent it may elect, jointly with any other Indemnifying Party similarly
notified, to assume the defense of such action, suit or proceeding at its own
expense, with counsel chosen by it and reasonably satisfactory to such
Indemnified Party; provided, that the Indemnifying Party shall not have
the right to assume the defense of any such action, suits or proceeding if (i)
the named parties to such action (including any
impleaded parties) include both the Indemnifying Party and the Indemnified
Party and the Indemnified Party has been advised by counsel that representation
of the Indemnified Party and the Indemnifying Party by the same counsel would
be inappropriate under applicable standards of professional conduct or that
there may be one or more legal defenses available to the Indemnified Party that
are different from or additional to those available to the Indemnifying Party,
(ii) the Indemnifying Party fails to assume the defense of such action promptly
with counsel approved by the Indemnified Party as provided above or (iii) the
Indemnifying Party is unable to provide evidence reasonably satisfactory to the
Indemnified Party of its financial capacity to fulfill its indemnification
obligations hereunder. If the Indemnifying Party assumes the defense of any
such action, the Indemnified Party shall have the right to employ separate
counsel in any such action, suit or proceeding and participate in the defense
thereof, but the fees and expenses of such counsel shall be paid by the
Indemnified Party except in the circumstances described in clause (i) of the
immediately preceding sentence. If the Indemnifying Party does not assume the
defense of any such action, it shall not be liable for the fees, disbursements
and other charges of more than one separate firm of attorneys (in addition to
local counsel) for all Indemnified Parties similarly situated in such action, suit
or proceeding, except to the extent that any Indemnified Party is advised by
counsel that representation of all Indemnified Parties by the same counsel
would be inappropriate under applicable standards of professional conduct or
that there may be one or more legal defenses available to such Indemnified
Party that are inconsistent with those available to other Indemnified Parties.
No Indemnifying Party shall be liable for any settlement entered into without
its written consent, which consent shall not be unreasonably withheld. No
Indemnifying Party shall, without the consent of such Indemnified Party, effect
any settlement of any pending or threatened proceeding in respect of which such
Indemnified Party is a Party and has sought indemnification hereunder unless
such settlement includes an unconditional release of such Indemnified Party
from all liability for claims that are the subject matter of such action, suit
or proceeding.


 


9.4           Contribution.


 


(a)           If the indemnification provided for in this Section 9 from the
Indemnifying Party is unavailable to an Indemnified Party hereunder in respect
of any Liabilities referred to herein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount actually
paid by such Indemnified Party as a result of such Liabilities in such
proportion as is appropriate to reflect the relative


 


20





















 


fault of the Indemnifying
Party and Indemnified Party in connection with the actions which resulted in
such Liabilities, as well as any other relevant equitable considerations. The
relative faults of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the
Parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such action. The amount actually paid by a Party as a result
of the Liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Sections 9.1, 9.2 and 9.3, any legal or other fees,
charges or expenses reasonably incurred by such Party in connection with any
investigation or proceeding; provided that the total amount to be
contributed by such Holder shall be limited to the net proceeds received by
such Holder in the offering.


 


(b)           The Parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 9.4 were determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


ARTICLE
X


 


COVENANTS


 


10.1         Rule 144. The Company covenants that from and after the date it becomes a reporting
company under the Exchange Act, it shall use commercially reasonable efforts to
(a) file any reports required to be filed by it under the Exchange Act and (b)
take such further action as each Holder of Registrable Securities may
reasonably request (including providing any information necessary to comply
with Rule 144 under the Securities Act), all to the extent required from time
to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such rule may be amended
from time to time, or Regulation S under the Securities Act or (ii) any similar
rules or regulations hereafter adopted by the Commission. The Company shall,
upon the request of any Holder of Registrable Securities, deliver to such
Holder a written statement as to whether it has complied with such
requirements.


 


10.2         ADS Listing.


 


(a)           In connection with the first public offering
of Ordinary Shares or ADSs in the United States, the Company shall use
commercially reasonable efforts to:


 


21





















 


(i)            cause a
registration statement on Form 8-A under the Exchange Act covering the Ordinary
Shares and the ADSs if required to become and remain effective;


 


(ii)           file a
listing application with the New York Stock Exchange or the Nasdaq National
Market and use commercially reasonable efforts to have the Ordinary Shares or
ADSs, as the case may be, approved for listing or quotation on such national
securities exchange;


 


(iii)          in
the case of a public offering of Ordinary Shares deliverable in the form of
ADSs, cause a Registration Statement on Form F-6 under the Securities Act
covering the ADSs to become and remain effective; and


 


(iv)          at the
request of any Holder, cause a Registration Statement on Form F-4 or S-4 under
the Securities Act to become effective and to effect an exchange offer of
unrestricted Ordinary Shares or ADSs for restricted Ordinary Shares or ADSs of
such Holder, as the case may be.


 


ARTICLE XI



MISCELLANEOUS


 


11.1         Recapitalizations, Exchanges,
etc. The provisions of this Agreement shall apply to the full extent set
forth herein with respect to (i) Sale Shares, (ii) any and all share capital of
the Company into which the Sale Shares are converted, exchanged or substituted
in any recapitalization or other capital reorganization by the Company and
(iii) any and all equity securities of the Company or any successor or assign
of the Company (whether by merger, consolidation, sale of assets or otherwise)
which may be issued in respect of, in conversion of, in exchange for or in
substitution of, the Sale Shares and shall be appropriately adjusted for any
stock dividends, splits, reverse splits, combinations, recapitalizations and
the like occurring after the date hereof. The Company shall cause any successor
or assign (whether by merger, consolidation, sale of assets or otherwise) to
enter into a new registration rights agreement with the Holders on terms
substantially the same as this Agreement as a condition of any such
transaction.


 


11.2         No Inconsistent Agreements.
The Company represents and warrants that other than in connection with the
Shareholders Agreement, it has not granted to any Person the right to request
or require the Company to register any securities issued by the Company, other
than the rights granted to the Holders herein. Other than the Shareholders
Agreement, the Company shall not enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or grant any additional registration rights to any Person or with
respect to any securities which are not Registrable Securities which are prior
in right to or inconsistent with the rights granted in this Agreement. 


 


11.3         Remedies. The parties hereto, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, shall be entitled to


 


22





















 


specific performance of
their rights under this Agreement. The parties hereto agree that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive in
any action for specific performance the defense that a remedy at law would be
adequate.


 


11.4         Amendments
and Waivers.  The
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless consented to in writing by the Company pursuant to a resolution of the
Board and the Holders. Any such written consent shall be binding upon the
Company and the Holders.


 


11.5         Notices.  All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be made by registered or certified first-class mail, return receipt
requested, telecopier, courier service or personal delivery:


 


if
to the Company:


 


Patni
Computer Systems Limited


Unit
No. 55, SDF II, SEEPZ


Andheri
(East), Mumbai - 4000


Telecopy:
(91-22) 829-2764


Attention:
Chief Executive Officer


 


with
copies to:


 


Gagrat
& Co.


Advocates,
Solicitors and Notaries


Alli
Chambers, Nagindas Master Road


Fort,
Mumbai 400 001


India


Telecopy:
(91-22) 265-7876


Attention:
Managing Partner


 


Hogan
& Hartson LLP 


Columbia
Square 


555
13th Street, NW 


Washington,
DC 20004-1109 


Telecopy:
(1-202) 637-5910 


Attention:
Marcia A. Wiss, Esq.


 


23





















 


if
to GA:


 


c/o
General Atlantic Service Corporation 


3
Pickwick Plaza 


Greenwich,
CT 06830 


Telecopy:
(203) 618-9207 


Attention:
General Counsel


 


with
a copy to:


 


General
Atlantic Partners, L.L.C. 


24,
Raffles Place 


#29-04B
Clifford Center 


Singapore
048621 


Telecopy:
(65) 557-0575 


Attention:
John Wong


 


with
a copy to:


 


Paul,
Weiss, Rifkind, Wharton & Garrison


1285
Avenue of the Americas 


New
York, NY 10019-6064 


Telecopy:
(212) 757-3990 


Attention:
Douglas A. Cifu, Esq.


 


If
to any other Holder, at its address as it appears on the Schedules hereto.


 


All
such notices, demands and other communications shall be deemed to have been
duly given when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial courier service; ten (10) Business Days
after being deposited in the mail, postage prepaid, if mailed; and when receipt
is mechanically acknowledged, if telecopied. Any party may by notice given in
accordance with this Section 11.5 designate another address or Person for
receipt of notices hereunder.


 


11.6         Successors and Assigns; Third Party Beneficiaries.  This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the parties hereto as hereinafter provided. The Demand
Registration rights and the Form 3 Registration rights and related rights of
the Holders contained in Articles III and V hereof, shall be (i) with respect to
any Registrable Security that is transferred to an Affiliate of such Holder,
automatically transferred to such Affiliate and (ii) with respect to any
Registrable Security that is transferred in all cases to a non-Affiliate,
transferred only with the consent of the Company which consent shall not be
unreasonably withheld. If transferred in compliance with the Shareholders
Agreement, the incidental or “piggy-back” registration rights of the Holders
contained in Article IV hereof and the other rights of each of the Holders with
respect thereto shall be, with respect to any Registrable Security,
automatically transferred to any Person who is the transferee of such
Registrable Security. All of the obligations of the Company hereunder shall
survive any such assignment. Except as provided in Article IX, no Person other
than the parties


 


24





















 


hereto
and their successors and permitted assigns is intended to be a beneficiary of
this Agreement.


 


11.7         Counterparts.  This Agreement may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


11.8         Headings.  The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


11.9         Governing
Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, United States of America, without regard to the principles
of conflicts of law thereof and be subject to the jurisdiction of the
appropriate courts in the State of New York.


 


11.10       Severability.  If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way
impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.


 


11.11       Rules
of Construction.


 


(a)           Unless the context otherwise requires,
references to sections or subsections refer to sections or subsections of this
Agreement.


 


(b)           Unless the context requires otherwise, words
importing the singular include the plural and vice versa, and pronouns
importing a gender include each of the masculine, feminine and neuter genders.


 


(c)           The words “hereof,” “hereunder”
and “hereto,” and words of like import, refer to this Agreement as a
whole and not to any particular Section hereof.


 


11.12       Entire
Agreement.  This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, representations, warranties or undertakings,
other than those as set forth or referred to herein or in the Shareholders
Agreement. This Agreement and the Shareholders Agreement supersedes all prior
agreements and understandings among the parties with respect to such subject
matter.


 


11.13       Further
Assurances.  Each
of the parties shall execute such documents and perform such further acts as
may be reasonably required or desirable to carry out or to perform the
provisions of this Agreement.


 


25





















 


11.14       Other
Agreements.  Nothing contained in this Agreement shall be
deemed to be a waiver of, or release from, any obligations any party hereto may
have under, or any restrictions on the transfer of
Registrable Securities or other securities of the Company imposed by, any other
agreement including, but not limited to, the GA Share Purchase Agreement, the
GA Share Subscription Agreement or the Shareholders Agreement.


 


[Remainder of page intentionally left blank]


 


26





















 


IN
WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Registration Rights Agreement on the date first
written above.


 


	
   

  	
  PATNI
  COMPUTER SYSTEMS LIMITED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Deepak Sogani

  	
   

  
	
   

  	
   

  	
  Name:
  Deepak Sogani

  	
   

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ATLANTIC MAURITIUS

  	
   

  
	
   

  	
   

  	
  LIMITED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven A. Denning

  	
   

  
	
   

  	
   

  	
  Name:
  Steven A. Denning

  	
   

  
	
   

  	
   

  	
  Title:
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE APC TECHNOLOGY INVESTMENTS II

  	
   

  
	
   

  	
   

  	
  (MAURITIUS)
  LIMITED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ashok S Kothari

  	
   

  
	
   

  	
   

  	
  Name:
  Ashok S Kothari

  	
   

  
	
   

  	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE CAPITAL MAURITIUS EQUITY

  	
   

  
	
   

  	
   

  	
  INVESTMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Soma Ghosal

  	
   

  
	
   

  	
   

  	
  Name:
  Soma Ghosal

  	
   

  
	
   

  	
   

  	
  Title: Manager, Equity
  Group

  	
   

  



 


27





















 


	
   

  	
  /s/
  Gajendra Kumar Patni

  	
   

  
	
   

  	
  GAJENDRA KUMAR PATNI

  	
   

  
	
   

  	
  For
  himself and on behalf of

  	
   

  
	
   

  	
  RAJNIKANTA
  G. PATNI

  	
   

  
	
   

  	
  AMIT
  KUMAR PATNI

  	
   

  
	
   

  	
  RUCHI A.
  PATNI

  	
   

  
	
   

  	
  ARIHANT
  G. PATNI

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (The GKP
  Group)

  	
   

  
	
   

  	
  as their
  CONSTITUTED ATTORNEY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ashok Kumar Patni

  	
   

  
	
   

  	
  ASHOK KUMAR PATNI

  	
   

  
	
   

  	
  For
  himself and on behalf of

  	
   

  
	
   

  	
  SADHANA
  A. PATNI

  	
   

  
	
   

  	
  APOORVA
  A. PATNI

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (The AKP
  Group)

  	
   

  
	
   

  	
  as their
  CONSTITUTED ATTORNEY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSolutions
  Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Narendra Kumar Patni 

  	
   

  
	
   

  	
  Name:
  Narendra Kumar Patni

  	
   

  
	
   

  	
  Title:
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Narendra Kumar
  Patni 

  	
   

  
	
   

  	
  NARENDRA
  KUMAR PATNI

  	
   

  
						



 


28





















 


Schedule
1


GE


 


(1)           GE APC Technology Investments II (Mauritius) Limited, a limited
liability company incorporated and validly existing under the laws of
Mauritius, having its registered office at Les Cascades, Edith Cavell Street,
Port Louis, Mauritius.


 


	
  Address:

  	
   

  	
  Suite 802, St. James
  Court,

  St. Dems Street

  Port Louis, Mauritius

  
	
  Attention

  	
   

  	
  May Fung

  
	
  Telephone:

  	
   

  	
  (852) 2913 5996

  
	
  Facsimile:

  	
   

  	
  (852) 2530-5527

  
	
   

  	
   

  	
   

  
	
  With
  copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Lovells

  
	
  Address:

  	
   

  	
  23/F Ceung Kong Centre

  2 Queens Road Centre, Hong Kong

  
	
  Attention:

  	
   

  	
  Mr. William Hay

  
	
  Telephone:

  	
   

  	
  (852) 2840 5092

  
	
  Facsimile:

  	
   

  	
  (852) 2219 0222

  



 


(2)           GE Capital Mauritius Equity Investment, a limited liability company
incorporated and validly existing under the laws of Mauritius having its
registered office at Les Cascades, Edith Cavell Street, Port Louis, Mauritius


 


	
  Address:

  	
   

  	
  GE Capital Services India

  Block 4A, DLP Corporate Part

  Mehrauli- Gurgaon Road

  Gurgaon – 122 002

  
	
  Attention

  	
   

  	
  Raghuram Raju – General
  Counsel

  
	
  Facsimile:

  	
   

  	
  (91 124) 35 8044

  
	
   

  	
   

  	
   

  
	
  With
  copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  GE Equity

  
	
  Address:

  	
   

  	
  120 Long Ridge Road

  Stamford, CT 06927

  
	
  Attention:

  	
   

  	
  Managing Director, ECG

  
	
  Facsimile:

  	
   

  	
  (1 203) 357 3047

  



 





















 


SCHEDULE 2


 


THE PATNIS


 


	
  Name

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Mr. Gajendra Kumar Patni

  	
   

  	
  42A Jolly Maker Apartments
  I, Cuffe 

  Parade, Mumbai 400 005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Mrs. Rajnikanta G. Patni

  	
   

  	
  42A Jolly Maker Apartments
  I, Cuffe 

  Parade, Mumbai 400 005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Mr. Amit Kumar Patni

  	
   

  	
  42A Jolly Maker Apartments
  I, Cuffe 

  Parade, Mumbai 400 005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Mrs. Ruchi A. Patni

  	
   

  	
  42A Jolly Maker Apartments
  I, Cuffe 

  Parade, Mumbai 400 005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Mr. Arihant G. Patni

  	
   

  	
  42A Jolly Maker Apartments
  I, Cuffe 

  Parade, Mumbai 400 005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Mr. Ashok Kumar Patni

  	
   

  	
  22A Jolly Maker Apartments
  I, Cuffe 

  Parade, Mumbai 400 005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Mrs. Sadhana A. Patni

  	
   

  	
  22A Jolly Maker Apartments
  I, Cuffe 

  Parade, Mumbai 400 005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Master Apoorva A. Patni

  	
   

  	
  22A Jolly Maker Apartments
  I, Cuffe 

  Parade, Mumbai 400 005.