EXHIBIT 10.22
** PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO SYNTEL'S REQUEST TO
THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934,
AS AMENDED.
STATE STREET INTERNATIONAL HOLDINGS,
SYNTEL DELAWARE, LLC,
SYNTEL, INC.,
and
STATE STREET SYNTEL SERVICES
(MAURITIUS) LIMITED
AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT
relating to
STATE STREET SYNTEL SERVICES
(MAURITIUS) LIMITED
As of February 1, 2012
CONTENTS
SECTION
PAGE
1.
INTERPRETATION
2
2.
BUSINESS AND NAME OF
COMPANY
10
3.
OPERATION PLAN
10
4.
EFFECTIVE DATE
11
5.
PROVISION OF FINANCE
11
6.
SERVICE PERSONNEL
11
7.
THE
BOARD AND MANAGEMENT
12
8.
SHAREHOLDER MEETINGS
16
9.
INDEMNIFICATION
17
10.
INFORMATION
20
11.
RESERVED MATTERS
20
12.
TRANSFER OF SHARES
21
13.
SSIH'S RIGHT TO PUT
22
14.
SSIH'S RIGHT TO CALL
22
15.
DISSOLUTION AND LIQUIDATION
24
16.
REPRESENTATIONS
25
17.
OPERATING SUBSIDIARY
26
18.
CONFIDENTIALITY
28
19.
COSTS
28
20.
DURATION; TERMINATION
29
21.
MISCELLANEOUS
29
Exhibit 1 Deed of Adherence
38
Exhibit 2 Minimum Capital Requirement
42
Exhibit 3 Core Principles
43
Exhibit 4 Reserved Matters
44
Exhibit 5 Investment Procedures
47
AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this "Agreement") is dated as
of February 1, 2012 and made by and among:
(1) STATE STREET INTERNATIONAL HOLDINGS, a company organized under the authority
of Chapter 167F, Section 2(6) of the Massachusetts General Laws and Section 25A
of the Federal Reserve Act, as amended, with its principal office at One Lincoln
Street, Boston, Massachusetts 02111, USA ("SSIH");
(2) SYNTEL DELAWARE, LLC, a company incorporated under the laws of the State of
Delaware, and having its registered office at 1209 Orange Street, Wilmington,
Delaware 19801, USA ("Syntel DE");
(3)
SYNTEL, INC., a Michigan corporation with its principal office located at 525 E.
Big Beaver Road, 3rd Floor, Troy, MI 48083, USA ("Syntel"); and
(4) STATE STREET SYNTEL SERVICES (MAURITIUS) LIMITED (formerly Syntel Solutions
(Mauritius) Limited), a company incorporated in Mauritius, and having its
registered office at Rogers House, 5 President John Kennedy Street, P.O. Box 60,
Port Louis, Republic of Mauritius (the "Company").
Each of SSIH, Syntel DE, Syntel and the Company and any party which subsequently
joins as party to this Agreement as aforesaid are hereinafter referred to
individually as a "Party" and collectively as the "Parties".
WHEREAS
A. SSIH and Syntel DE together currently own one hundred percent (100%) of the
issued and outstanding Shares (as defined herein below) of the Company;
B. The Company owns one hundred percent (100%) (except as set forth in the
Subscription Agreement, as defined below) of the issued and outstanding equity
voting share capital of State Street Syntel Services Private Limited (formerly,
Syntel Sourcing Private Limited), an Indian company incorporated under the
(Indian) Companies Act, 1956, as amended ("Companies Act"), with its registered
office at B/101-104, Delphi, "B" wing, Hiranandani Business Park, Powai, Mumbai
400 076, India ("Indian Operating Subsidiary"); and
C. SSIH, Syntel DE and