Preview | Share Purchase Agreement |

APRIL 20 2006

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SHARE PURCHASE AGREEMENT
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SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this 'Agreement') is made as of April 20, 2006 by and among:

(1) CITICORP INTERNATIONAL FINANCE CORPORATION, a Delaware Corporation having its principal place of business at New Castle Corporate Commons, One, Penn's Way, New Castle Delaware 19720, USA, (hereinafter, the 'Vendor', which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors) of the First Part;

AND

(2) INFOSYS TECHNOLOGIES LIMITED, an Indian corporation registered under the Indian Companies Act, 1956 and having its registered office at Electronics City, Hosur Road, Bangalore 560 100, (hereinafter, 'Purchaser', which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors) of the Second Part;

R E C I T A L S:

WHEREAS:

(i) Progeon Limited (the 'Company') is a public company limited by shares incorporated in April, 2002 and having its registered office at Plot Nos. 26/3, 26/4 and 26/6, Electronics City, Hosur Road, Bangalore 560 100, India;

(ii) The current Authorized Share Capital of the Company consists of 12,33,75,000 (Twelve Crore Thirty Three Lakh and Seventy Five Thousand) equity shares ('Equity Shares') having a face value of Rs. 10/- each aggregating to Rs. 123,37,50,000/- (Rupees One Hundred and Twenty Three Crore Thirty Seven Lakh Fifty Thousand only);

(iii) The paid up share capital of the Company is Rs. 34,15,13,980/- (Rupees Thirty Four Crore Fifteen Lakh Thirteen Thousand Nine Hundred and Eighty only) consisting of 3,41,51,398 (Three Crore Forty One Lakh Fifty One Thousand Three Hundred and Ninety Eight) fully paid up Equity Shares;

(iv) Pursuant to a Share Subscription and Shareholders Agreement dated as of June 14, 2002 among the Company, the Vendor and the Purchaser, the Vendor has been allotted, and presently holds, 87,50,000 (Eighty Seven Lakhs and Fifty Thousand) Equity Shares of the Company, (hereinafter, the 'Shares') and has the right to sell them free from all liens, charges and Encumbrances (as defined hereafter);

(vi) The Vendor has agreed with the Purchaser to sell the Shares on the terms and conditions and for the consideration, as hereinafter appearing.

NOW, THEREFORE, in consideration of these presents and the mutual agreements herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound by the terms hereof applicable to each of them, hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions: Unless repugnant to the context or meaning thereof, the following terms, if used as capitalized terms, shall have the meaning attributed to them below:

'Affiliate' means, at any time, with respect to any specified person, any person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. As used in this definition, the term 'control' means the possession, directly or indirectly, of the power to direct or cause the direction of the management of a person, whether through ownership of voting securities, as manager, general partner, trustee or executor, by contract or otherwise.

'Business Day' means any day except a Saturday, Sunday or other day on which commercial banks in Mumbai, India and Delaware, USA are permitted to close.

'Conditions Precedent' shall have the meaning set forth in Section 4 below.

'Confidential Information' shall mean written, electronic or other information about any party's (the 'Disclosing Party') business or activities that is provided to the other party (the 'Receiving Party') by the Disclosing Party and that is proprietary and confidential, which shall include all business, financial, technical and other information of the Disclosing Party marked or designated by Disclosing Party as 'confidential' or 'proprietary,' at the time of being provided to the Receiving Party and information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential; and for this purpose, reference to Confidential Information of the Purchaser shall be deemed to include Confidential Information of the Company; provided, however, that Confidential Information shall not include information to the extent the Receiving Party can show that such information (i) is at the time of its disclosure or thereafter become s generally available to the public other than as a result of a disclosure by the Receiving Party under a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party; (ii) was known to the Receiving Party prior to being furnished by or on behalf of the Disclosing Party, provided that the source of such information was not, to the Receiving Party's knowledge, bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information (iii) is rightfully obtained by the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source was not, to the Receiving Party's knowledge, bound by a confidentiality agreement with or other contractual legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information; or (iv) is indep endently developed by the Receiving Party without use of or reference to Disclosing Party's Confidential Information.

'Encumbrance' means any mortgage, charge (whether fixed or floating), pledge, lien, option, right of pre-emption, right of retention of title or any other form of security interest or any obligation (including any conditional obligation) to create any of the same.

'Equity Shares' shall have the meaning attributed to it in Recital (ii) above.

'Governmental Approval' means any approval or consent of any Governmental Authority.

'Governmental Authority' includes any government authority, agency, department or instrumentality of India or any political subdivision thereof.

'Purchaser DP' means ICICI Bank Limited, the depository participant of the Purchaser.

'Representatives' shall have the meaning set forth at Section 11.1.

'Required Governmental Approvals' means such Governmental Approvals or regulatory approvals, if any, as may be necessary for the sale of Shares, including, without limitation, any Governmental Approvals or regulatory approvals which are granted automatically, contingent upon requisite filing of specified documents and/or reports being made.

'Share Subscription Agreement' means the Share Subscription and Shareholders Agreement dated as of June 14, 2002 among the Company, the Vendor and the Purchaser (including the exhibits and schedules hereto).

'Vendor DP' means Citibank N.A., the depository participant of the Vendor.

Interpretation:

In this Agreement, (unless the context requires otherwise):-
(a) Descriptive Headings: The descriptive headings herein have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provisions hereof;

(b) Any reference to a statutory provision shall include such provision as from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transactions entered into hereunder;

(c) References to articles, sections, clauses, recitals, paragraphs, exhibits, schedules and annexures are to articles, sections, clauses, recitals, paragraphs, exhibits, schedules and annexures to, this Agreement;

(d) References to "include" or "including" shall not be construed as limiting the generality of any foregoing words;

(e) Words denoting the singular include the plural and vice versa;

(f) Reference to any person includes any legal or natural person, partnership, firm, trust, company, Government or local authority, department or other body (whether corporate or unincorporated);

(g) Any reference to "Rupees" or "Rs" is to Indian Rupees;

(h) The exhibits, annexures and schedules to this Agreement shall be deemed to form an integral part of this Agreement; and

(i) Each article, section, clause and sub-clause of this Agreement constitutes a separate and distinct undertaking, covenant and/or provision hereof. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.

2. SALE AND PURCHASE OF THE SHARES:

2.1 Subject to the terms and conditions contained herein and in consideration of the covenants of the Purchaser hereunder, the Vendor shall sell, and the Purchaser (relying on the representations, warranties and indemnities of the Vendor in this Agreement) shall purchase, the Shares, free from all claims or encumbrances as at the Closing Date, such sale and purchase to be for the consideration detailed in Section 3.

2.2 The Vendor shall remain entitled to all dividends and distributions declared, paid or made in respect of the Shares and all accretions on the Shares until the date of completion of the transfer of the Shares in accordance with this Agreement.

3. CONSIDERATION
The consideration payable for the Shares (the 'Purchase Price') shall be the Rupee equivalent of US$ 115,131,000 (US dollars One Hundred and Fifteen Million One Hundred and Thirty One Thousand only), such Purchase Price to be paid to the Vendor in Rupees, converted at the Bombay Spot Rate prevailing on the Closing Date in cash on the Closing Date. The Purchaser shall pay or cause to be paid the Purchase Price to the Vendor in accordance with the provisions of this Agreement after deducting tax at source consistent with the applicable law. For this purpose, 'Bombay Spot Rate' means the rate which appears on the Reuters Screen 'RBIB' as of 1 P.M. Indian Standard Time on the Closing Date.

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