EXHIBIT B 

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 

IN RE NESS TECHNOLOGIES, INC. 

SHAREHOLDERS LITIGATION 

)

)

 CONSOLIDATED 

 C.A. No. 6569-VCN 

PLAINTIFF’S FIRST REQUEST FOR THE PRODUCTION OF 

DOCUMENTS AND THINGS TO DEFENDANT NESS 

TECHNOLOGIES, INC. AND THE INDIVIDUAL DEFENDANTS

Plaintiffs hereby request that defendants produce the documents hereinafter described 

for inspection and copying by plaintiffs’ counsel within the time required by law or such 

other time as the Court may order, at the offices of Rigrodsky & Long, P.A., 919 North 

Market Street, Wilmington, DE 19801, or at such other place and time upon which counsel 

may agree. 

I. DEFINITIONS 

1. “Ness” means Ness Technologies, Inc., and/or any or all of its predecessors, 

successors, parents, subsidiaries, divisions, affiliates, or anyone acting or purporting to act on 

its behalf, including any of its respective directors, officers, managing agents, agents, 

employees, attorneys, accountants, or other representatives. 

2. “Individual Defendants” means, collectively and individually, Satyam C. 

Cherukuri, Issachar Gerlitz, Morris Wolfson, Dan S. Suesskind, P. Howard Edelstein, 

Gabriel Eichler, Ajit Bhushan, and/or anyone acting or purporting to act on their behalf. 

3. “CVCI” includes Citi Venture Capital International, Jersey Holding 

Corporation and Jersey Acquisition Corporation, and/or any or all of CVCI’s predecessors, 

successors, parents, subsidiaries, divisions, affiliates, or anyone acting or purporting to act on 

its behalf, including any of its respective directors, officers, managing agents, agents, 

employees, attorneys, accountants, or other representatives. 

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4. “Defendants” means Ness, CVCI and the Individual Defendants. 

5. “Board” means the Board of Directors of Ness during the Relevant Time 

Period (defined below). 

6. “Special Committee” means the “four independent and disinterested 

directors,” as stated in the Preliminary Proxy, including Satyam C. Cherukuri, P. Howard 

Edelstein, Dan S. Suesskind and Morris Wolfson. 

7. “Proposed Transaction” means the proposed sale of Ness to CVCI, pursuant 

to which Ness common stockholders will receive $7.75 in cash for each outstanding share of 

common stock they own. 

8. “Merger Agreement” means agreement and plan of merger dated as of June 

10, 2011, among, Ness and CVCI, filed with the Securities and Exchange Commission 

(“SEC”) on June 10, 2011, as an exhibit to a Form 8-K. 

9. “Jefferies” means Jefferies & Company, Inc. and/or any or all of its 

predecessors, successors, parents, subsidiaries, divisions, affiliates, or anyone acting or 

purporting to act on its behalf, including any of its respective directors, officers, managing 

agents, agents, employees, attorneys, accountants, or other representatives. 

10. “BofA” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and/or 

any or all of its predecessors, successors, parents, subsidiaries, divisions, affiliates, or anyone 

acting or purporting to act on its behalf, including any of its respective directors, officers, 

managing agents, agents, employees, attorneys, accountants, or other representatives. 

11. “Preliminary Proxy” means the Preliminary Proxy Statement filed by Ness on 

Form PREM14A with the SEC on June 30, 2011. 

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12. The term “Offer” means any proposal or expression of interest regarding: 

(a) any merger, consolidation, share exchange, business combination or 

other similar transaction or series of related transactions involving Ness or any significant 

subsidiary of Ness; 

(b) any sale, lease, exchange, transfer, or other disposition of the assets of 

Ness or any of its subsidiaries constituting 5% or more of the consolidated revenues of Ness 

or accounting for 5% or more of the consolidated revenues of Ness in any one transaction or 

in a series of related transactions; 

(c) any offer to purchase, tender offer, exchange offer or any similar 

transaction or series of related transactions made by any person involving 5% or more of the 

outstanding shares of any class of capital stock of Ness; and 

(d) any recapitalization, restructuring, leveraged buyout, or stock buyback 

involving Ness. 

13. The term “communications” refers to any exchange of information by any 

means of transmission, including, but not limited to, face-to-face conversations, mail, 

electronic mail, telegram, overnight delivery, telephone, facsimile or telex. 

14. The term “documents” means documents, whether fixed in tangible medium 

or electronically stored on disk or tape. The word “documents” shall include, by way of 

example and not by way of limitation, all of the following: papers, correspondence, trade 

letters, envelopes, memoranda, telegrams, cables, notes, messages, reports, studies, press 

releases, comparisons, books, accounts, checks, audio and video recordings, pleadings, 

testimony, articles, bulletins, pamphlets, brochures, questionnaires, surveys, charts, 

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newspapers, calendars, desk calendars, pocket calendars, lists, logs, publications, notices, 

diagrams, instructions, diaries, minutes of meetings, corporate minutes, orders, resolutions, 

agendas, memorials, notes or oral communications, whether by telephone or face-to-face, 

contracts, agreements, drafts of or proposed contracts or agreements, memoranda of 

understanding, letters of intent, deal memoranda, transcriptions of audio or video recordings, 

computer tapes, computer diskettes or disks, or any other tangible things on which any 

handwriting, typing, printing, photo-static, electronic or other form of communication or 

information is recorded or reproduced, together with all notations on any of the foregoing, all 

originals, file copies or other unique copies of the foregoing and all versions or drafts 

thereof, whether used or not. 

15. “You” and “Your” refer to the person or entity responding to these document 

requests. 

16. The following rules of construction shall apply to all discovery requests: 

(a) All/Each. The terms “all” and “each” shall be construed as “all and 

each”; 

(b) And/Or. The connectives “and” and “or” shall be construed either 

disjunctively or conjunctively as necessary to bring within the scope of the discovery request 

all responses that might otherwise be construed to be outside of its scope; 

(c) The use of the singular form of any word includes the plural and vice 

versa; 

(d) The masculine includes the feminine and neuter genders; and 

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(e) The term “including” shall be construed as “including, but not limited 

to.” 

17. The term “person” means any individual, corporation, partnership, firm, 

association, government agency or other organization recognizable at law, and its agents and 

employees. 

18. The term “concerning” means relating to, referring to, describing, evidencing, 

or constituting. Requests for documents “concerning” any subject matter include documents 

concerning communications regarding that subject matter. 

II. INSTRUCTIONS 

1. You are requested to produce all documents described below that are in Your 

possession, custody, or control or in the possession, custody or control of Your predecessors, 

successors, parents, subsidiaries, divisions, or affiliates, directors, officers, managing agents, 

employees, attorneys, accountants or other representatives. The documents are to be 

produced in the form and in the same order within each file in which they were located prior 

to production. The file folders, boxes, binders, or other containers in which such documents 

are found are also requested to be produced intact, including the title, labels, or other 

description of each such folder, box, binder, or container. 

2. Scanned documents should be provided as single page tiff images with an .opt 

image cross reference file and a delimited database load file. The database load file should 

contain the following fields: “BEGNO,” “ENDNO,” “PAGES,” “VOLUME,” and 

“CUSTODIAN.” The documents should be logically unitized (i.e., contain correct document 

breaks; for instance, a five- page fax consisting of a cover page and a four-page memo 

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should be unitized as a five-page document). Multi-page OCR text for each document 

should also be provided. 

3. Electronically stored information (“ESI”) will be produced as single-page tiff 

images with the exception of Microsoft Excel Spreadsheets, audio and database-type files, 

including, but not limited to, Microsoft Access – which shall be produced in native format. 

Each native file should be named according to the Bates number it has been assigned, and 

should be linked directly to its corresponding record in the load file using the NATIVELINK 

field. To the extent that either party believes that native files should be produced for a 

specific document or class of documents not required to be produced in native format 

pursuant to this paragraph, the parties agree to meet and confer on the issue in good faith. 

Additionally, all ESI will be produced with a delimited, Unicode database load file that 

contains metadata fields. An .opt image cross reference file will also be provided for all tiff 

images. 

4. Unless otherwise indicated the relevant time period for each request shall be 

January 2010, unless otherwise noted, through the date of Your response to this document 

request (the “Relevant Time Period”). 

5. Each Defendant shall produce the original of each document described below 

or, if the original is not in its custody, then a copy thereof, and in any event, all non-identical 

copies which differ from the original or from the other copies produced for any reason, 

including, but not limited to, the making of notes thereon. 

6. If production of a document is withheld pursuant to a claim of privilege, as to 

each such withheld document, at the time of production, state the following information: 

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(a) Which privilege is claimed; 

(b) A precise statement of the facts upon which said claim of privilege is 

based; and 

(c) The following information describing each purportedly privileged 

document: 

(i) its nature, e.g., agreement, letter, memorandum, etc.; 

(ii) the date it was prepared; 

(iii) the date it bears; 

(iv) the date it was sent; 

(v) the date it was received; 

(vi) the identity of the person preparing it; 

(vii) the identity of the person sending it; 

(viii) the identity of each person to whom it was sent or was to have 

been sent, including all addresses and all recipients of copies; 

(ix) a statement as to whom each identified person represented or 

purported to represent at all relevant times; and 

(x) a precise description of the place where each copy of that 

document is kept, including the title or description of the file in which said document may be 

found and the location of such file. 

7. Whenever a document is not produced in full or is produced in redacted form, 

so indicate on the document and state with particularity the reason(s) it is not being produced 

in full and describe to the best of Your knowledge, information and belief, and with as much 

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particularity as possible, those portions of the document which are not being produced. 

8. If a document responsive to these requests was at any time in any Defendant’s 

possession, custody or control but now is no longer available for production, as to each such 

document state the following information: 

(a) whether the document is missing or lost; 

(b) whether it has been destroyed; 

(c) whether the document has been transferred or delivered to another 

person or entity and, if so, at whose request; 

(d) whether the document has been otherwise disposed of; and 

(e) a precise statement of the circumstances surrounding the disposition of 

the document and the date of the document’s disposition. 

III. DOCUMENTS TO BE PRODUCED BY DEFENDANTS 

1. All minutes of all meetings of the Board, whether formal or informal, and all 

notes of every such meeting taken by the Secretary of the Board or by any other person 

attending said meeting, during the Relevant Time Period, at which any of the following was 

discussed: 

(a) the Proposed Transaction; or 

(b) any other Offer. 

2. All minutes of all meetings of the Special Committee, whether formal or 

informal, and all notes of every such meeting taken by the Secretary of the Special 

Committee or by any other person attending said meeting, during the Relevant Time Period, 

at which any of the following was discussed: 

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(a) the Proposed Transaction; or 

(b) any other Offer. 

3. All documents concerning preliminary discussions between Ness and CVCI 

during 2007 and 2008, as described in the Preliminary Proxy, concerning the possibility of 

CVCI making an investment in the Company. 

4. All documents concerning CVCI and its affiliates’ acquisition of 3,657,667 

shares of Ness from Warburg Pincus Equity Partners and Dr. Henry Kressel on March 18, 

2008. 

5. All documents concerning the appointment of Ajit Bhushan, a managing 

director of CVCI, to the Board on or about September 1, 2009, including any meetings 

among any Individual Defendant or management of the Company with CVCI during that 

time period. 

6. All documents prepared in anticipation of, disseminated and/or made 

available at any meeting referred to in Request Nos. 1 and 2, above. 

All documents concerning any negotiations, discussions, meetings or communications 

between Ness and Bidders A through D (as defined in the Preliminary Proxy) regarding any 

Offer and/or the Proposed Transaction. 

7. All documents and communications concerning any agreements, ancillary or 

related to the Proposed Transaction, including documents sufficient to disclose any 

negotiations that took place with respect thereto. 

8. All documents concerning the selection of Satyam C. Cherukuri, P. Howard 

Edelstein, Dan S. Suesskind and Morris Wolfson to the Special Committee. 

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9. All documents concerning any negotiations, discussions, meetings or 

communications between or among Defendants concerning the Proposed Transaction and/or 

any Offer. 

10. All documents concerning Ness’s business results, financial performance, 

existing financial condition, and strategic plans, goals and prospects, including, without 

limitation, each and every financial budget prepared during the Relevant Time Period. 

11. All documents and communications concerning or commenting upon the 

fairness or adequacy of the consideration offered to the Company’s shareholders in the 

Proposed Transaction, whether from a financial point of view or otherwise. 

12. All documents concerning any forecasts or projections prepared during the 

Relevant Time Period, including the Management Case (as defined in the Preliminary 

Proxy), including the information the forecasts or projections were based upon, how the 

forecasts or projections were prepared, who prepared them, and whether they were revised 

during the process leading to the Proposed Transaction. 

13. All documents concerning any forecasts or projections prepared during the 

Relevant Time Period that included “certain sensitivities” (as used in the Preliminary Proxy), 

including the Sensitivity Case (as defined in the Preliminary Proxy), including the 

information the forecasts or projections were based upon, how the forecasts or projections 

were prepared, who prepared them, and whether they were revised during the process leading 

to the Proposed Transaction. 

14. All documents concerning Mr. Suesskind’s decision and/or announcement to 

resign on or about October 5, 2010. 

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15. Documents sufficient to demonstrate Aharon Fogel’s affiliation with one of 

Bidder A’s limited partners. 

16. All documents concerning each and every communication between Ness and 

its Board on the one hand, and each and every securities analyst with whom they 

communicated during the Relevant Time Period, on the other. 

17. All documents concerning, referring to or supporting each and every analyst 

report about Ness during the Relevant Time Period. 

18. All documents concerning Ness’s engagement or retention of any financial 

advisor, investment banker, and/or expert to assist with any strategic planning analyses, or to 

explore any strategic alternatives for Ness, including, without limitation, all documents 

concerning the terms of engagement or remuneration to be paid to such financial advisor, 

investment banker, and/or experts for its services and all conflicts of interest any such 

advisor disclosed to Ness. 

19. All documents concerning the Special Committee’s engagement or retention 

of any financial advisor, investment banker, and/or expert to assist with any strategic 

planning analyses, or to explore any strategic alternatives for Ness, including, without 

limitation, all documents concerning the terms of engagement or remuneration to be paid to 

such financial advisor, investment banker, and/or experts for its services and all conflicts of 

interest any such advisor disclosed to Ness. 

20. All documents prepared by Jefferies in connection with the Proposed 

Transaction and/or any Offer, including any financial projections and analyses of Ness’s 

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financial and operational results and all documents given to Jefferies, including by the 

Special Committee, that were used in preparing such projections and analyses. 

21. All documents prepared by BofA in connection with the Proposed 

Transaction and/or any Offer, including any financial projections and analyses of Ness’s 

financial and operational results and all documents given to BofA, including by the Board or 

the Company’s management, that were used in preparing such projections and analyses. 

22. Any documents concerning any and all matters in which Jefferies performed 

services for Ness in the three years preceding this Request, including the amount of fees paid 

to Jefferies in connection with those services. 

23. Any documents concerning any and all matters in which BofA performed 

services for Ness in the three years preceding this Request, including the amount of fees paid 

to BofA in connection with those services. 

24. Any documents concerning any and all matters in which Jefferies performed 

services for CVCI in the three years preceding this Request, including the amount of fees 

paid to Jefferies in connection with those services. 

25. Any documents concerning any and all matters in which BofA performed 

services for CVCI in the three years preceding this Request, including the amount of fees 

paid to BofA in connection with those services. 

26. All documents concerning any purported “leaks” of information pertaining to 

the process leading to the Proposed Transaction (e.g., according to the Preliminary Proxy, 

“[o]n December 10, 2010, an Israeli newspaper published an article reporting that [Ness was] 

involved in acquisition discussions with four investment funds”). 

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27. All documents and communications concerning any business, financial, 

contractual, social, legal, personal, or familial relationship between or among any of the 

Defendants. 

28. All documents concerning any evaluation or review of any of the terms or 

conditions of the Proposed Transaction and/or any Offer and, without limitation, the 

consideration to be offered to Ness’s shareholders. 

29. All documents concerning, memorializing or supporting the due diligence 

files provided to CVCI by Ness, if any, including, without limitation, all documents 

deposited in any “data room” established to facilitate the due diligence process leading up to 

the Proposed Transaction, including, but not limited to, the confidential information 

memorandum provided to CVCI. 

30. All documents received by Defendants or any of their officers, directors or 

representatives from any financial advisors, investment bankers, and/or experts retained by 

any of them, in connection with such advisors’ evaluation or review of the Proposed 

Transaction and/or any Offer, including, but not limited to, financial information, analysis or 

presentations (preliminary and final). 

31. All appraisals, analyses, reviews, opinions or other documents concerning the 

value, market value or fair value of Ness’s stock or any of the assets or businesses of Ness 

made, received or reviewed by, or on behalf of, Ness, any committee, or the Individual 

Defendants, or their financial advisors and/or investment bankers. 

32. All documents concerning the specific due diligence requested by and 

provided to CVCI, including, specifically, the list of items CVCI requested on or about April 

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7, 2011. 

33. All documents concerning any plans, efforts, or attempts to sell, merge, 

consolidate, combine, sell assets, or otherwise transfer ownership or control of Ness – other 

than what is disclosed in the Preliminary Proxy – prior to the announcement of the Proposed 

Transaction. 

34. All documents concerning any plan, effort or attempt to maximize 

shareholder value, including, but not limited to, placing Ness up for auction or exposing 

Ness’s shares to some other market check mechanism. 

Documents sufficient to demonstrate the nature of Mr. Wolfson’s investment in Bidder D. 

35. All documents concerning potential, contemplated, or proposed disposition of 

any assets, segments, divisions, or businesses of Ness after the consummation of the 

Proposed Transaction. 

36. All documents concerning communications between any Defendants and any 

federal, state or local governmental agency concerning the Proposed Transaction and/or any 

Offer. 

37. All documents authored, received or reviewed by the Board, any committee 

or sub-committee of the Board formed in connection with the Proposed Transaction and/or 

any Offer, or any member thereof, in connection with or concerning the Proposed 

Transaction and/or any Offer. 

38. All documents concerning any communications between the Board, any 

committee or sub-committee of the Board formed in connection with the Proposed 

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Transaction and/or any Offer and any financial advisor, investment bankers or experts 

concerning the Proposed Transaction and/or any Offer. 

39. All documents concerning any past, current, or future engagement of Jeffries 

by the Company or CVCI including documents sufficient to discern the terms of each such 

engagement and any anticipated or actual remuneration to be received in connection 

therewith. 

40. All documents concerning any past, current, or future engagement of BofA by 

the Company or CVCI including documents sufficient to discern the terms of each such 

engagement and any anticipated or actual remuneration to be received in connection 

therewith. 

41. All documents provided by Ness, the Board or any committee or subcommittee of the Board formed in connection with the Proposed Transaction and/or any 

Offer to CVCI, any financial advisor, investment bankers, or experts concerning the 

Proposed Transaction and/or any Offer, including, but not limited to, presentation materials 

provided by the Board or management of the Company, including, but not limited to, 

financial information, analyses or presentations (preliminary and final). 

42. All documents concerning any presentations by any financial advisor, 

investment bankers, or experts to the Board, and/or any committee or sub-committee of the 

Board formed in connection with the Proposed Transaction and/or any Offer. 

43. All documents concerning any grant or exercise of stock options to any 

officer or director of CVCI. 

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44. All documents concerning any Individual Defendant’s transactions in any 

Ness securities during the Relevant Time Period. 

45. All documents concerning any agreement between Ness and CVCI on the one 

hand, and any of the Individual Defendants on the other hand, including, but not limited to, 

consulting, employment, or compensation agreements, indemnification agreements, stock 

option agreements, and pension plans. 

46. All documents concerning any transition incentive agreements between CVCI 

and the Individual Defendants, including Defendant Gerlitz and Ofer Segev, Executive Vice 

President and Chief Financial Officer of Ness. 

47. All documents concerning the termination fee(s) or termination provision(s) 

agreed to by Ness and CVCI in connection with the Proposed Transaction. 

48. All documents concerning the topics discussed and negotiated between the 

Special Committee’s advisors and the legal advisor to the Board with management and 

CVCI and its representatives, between June 3, 2011 through June 7, 2011, including, for 

example, lender change in control consents; CVCI’s request for a minimum working capital 

line of credit as a condition to closing; and the disclosure schedules to the Merger 

Agreement. 

49. All documents concerning any communication between Ness and the 

Individual Defendants in connection with any alternative strategic buyer. 

50. All documents concerning any communication, including any agreements, 

between Ness and the Individual Defendants in connection with any financial buyer, 

including Bidders A through D. 

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51. All documents sufficient to disclose any relationship between Ness and 

Bidders A through D and CVCI. 

52. All documents concerning the Individual Defendants’ agreements to formally 

approve the Proposed Transaction. 

53. All documents concerning all analyses of potential payments, benefits or 

reimbursements to each of the Individual Defendants in the event of a merger or change in 

control, including, without limitation, the Proposed Transaction. 

54. All documents concerning any insurance policy taken out by, or for the 

benefit of, Ness or the Individual Defendants which may provide coverage for liability of 

any or all of the claims asserted in this action. 

55. The working group lists for the Proposed Transaction or other documentation 

identifying the personnel at Ness and their respective advisors in connection with the 

Proposed Transaction or any Offer. 

56. All documents concerning any communications between the Board, the 

Special Committee and any other committee or sub-committee of the Board, formed in 

connection with the Proposed Transaction. 

57. All documents concerning any document destruction or retention policy at 

Ness during the Relevant Time Period. 

58. All documents prepared by or provided to any experts you have retained or 

with whom you have consulted in connection with this litigation that you intend to call to 

testify at any hearing or trial in this litigation. 

59. All documents that demonstrate or otherwise relate to the qualifications and 

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experience of any expert witness that you intend to call to testify at any hearing or trial in 

this litigation, including, without limitation, the most recent curriculum vitae and/or résumés 

for each such person. 

60. All documents that you intend to introduce or rely upon at any trial or any 

hearing in this litigation 

Dated: July 14, 2011 RIGRODSKY & LONG, P.A. 

 

By: /s/ Brian D. Long 

OF COUNSEL: 

 Seth D. Rigrodsky (#3147) 

Brian D. Long (#4347) 

Gina M. Serra (#5387) 

919 North Market Street, Suite 980 

Wilmington, DE 19801 

(302) 295-5310 

 

POMERANTZ HAUDEK 

GROSSMAN & GROSS LLP 

Marc I. Gross 

Jeremy A. Lieberman 

Gustavo F. Bruckner 

100 Park Avenue 

New York, NY 10017 

(212) 661-1100 

Chair of Plaintiffs’ Executive 

Committee of the Whole 

BROWER PIVER P.C. 

David A.P. Brower 

Brian C. Kerr 

488 Madison Avenue, 8th Floor 

New York, NY 10022 

(212) 501-9000 

FEDERMAN & SHERWOOD 

William B. Federman 

10205 North Pennsylvania Avenue 

Oklahoma City, OK 73120 

(405) 235-1560 

Liaison Counsel for Plaintiffs and 

Member of Plaintiffs’ Executive 

Committee of the Whole 

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LEVI & KORSINSKY, LLP 

Donald J. Enright 

Elizabeth K. Tripodi 

1101 30th Street, N.W., Suite 115 

Washington, D.C. 20007 

(202) 524-4290 

MURRAY, FRANK & SAILER LLP 

Marvin L. Frank 

Benjamin D. Bianco 

Gregory A. Frank 

275 Madison Avenue, Suite 801 

New York, NY 10016 

(212) 683-1818 

LEVI & KORSINSKY, LLP 

Joseph Levi 

Michael H. Rosner 

30 Broad Street, 15th Floor 

New York, NY 10004 

(212) 363-7500 

ROBBINS GULLER RUDMAN & 

DOWD LLP 

Samuel H. Rudman 

David A. Rosenfeld 

Mark S. Reich 

Joseph Russello 

Carolina C. Torres 

58 South Service Road, Suite 200 

Melville, NY 11747 

(631) 367-7100 

Members of Plaintiffs’ Executive 

Committee of the Whole 

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