AMENDED AND RESTATED

JOINT VENTURE AGREEMENT

BETWEEN

ABC.

AND

BCD
 AMENDED AND RESTATED
JOINT VENTURE AGREEMENT

CONTENTS

1. Definitions and Interpretations

2. Venture Business
3. Incorporation
4. Shares and Share Capital
5. Board of Directors
6. Meetings of the Board
7. General Meetings
8. Management of the Company
9. Business Plans
10. Transfer of Shares
11. Representations, Warranties and Covenants of the Parties
12. Accounting and Finance
13. Effective Date
14. Term and Termination
15. Confidentiality
16. Covenant not to Compete
17. Independent Contractors
18. Indemnity; Limited Liability
19. Severability and Survival
20. Entire Agreement
21. Modification
22. Costs and Expenses
23. Mutual Consultation and Goodwill
24. Announcements
25. Waiver of Rights
26. Notification
27. Governing Law
28. Dispute Resolution
29. Option to Purchase Additional Shares
30. Carve Out
31. Distributions
32. Dissolution and Liquidation
THIS AMENDED AND RESTATED JOINT VENTURE AGREEMENT is entered into as of
this ………………, 2005

BETWEEN:

I. ABC., a company incorporated and existing under the laws of India, with its registered
office at ………………………. (hereinafter referred to as "ABC " which expression
shall, unless repugnant to its subject or context, mean and include its successors and
permitted assigns) of the First Part; and

II. CDE Asia, LLC, a limited liability company organized and existing under the laws of the
…………………., successor to CDE …………, and having its principal office at
…………………………………………… (hereinafter referred to as "CDE" which
expression shall, unless repugnant to its subject or context, mean and include its
successors and permitted assigns) of the Second Part;

WHEREAS:

A. CDE sells, markets and distributes CDE International’s global electronic

distribution services to the travel industry in …. and is a wholly-owned subsidiary
of CDE …., a limited liability company organized and existing under the laws of
the …………………. (“CDE International”);

B. ABC owns and operates travel agencies and is CDE appointed ……….. in India;

C. The Parties have agreed to its shareholding in the Company to 49% of the issued
and capital of the Company, and CDE has agreed to increase its shareholding in
the Company to 51% of the issued and outstanding capital of the Company; and

D. The Parties intend and agree that, as of the Effective Date, this Agreement shall
supersede the Original JV Agreement in all respects, and the Original JV
Agreement shall be null and void and of no further force or effect as of such date.

NOW, THEREFORE IN CONSIDERATION OF THE PREMISES AND MUTUAL

PROMISES AND COVENANTS SET FORTH HEREINAFTER, THE PARTIES HERETO
AGREE AS FOLLOWS:

ARTICLE 1 - DEFINITIONS AND INTERPRETATIONS

1.1 In this Agreement, the following words and expressions unless inconsistent with the
context, shall bear the meanings assigned hereto:

“Act” shall mean the (Indian) Companies Act, 1956, and the Rules framed thereunder
and any subsequent re-enactment thereof for the time being in force.
 “Affiliate” shall mean, when used in respect to a specified Person, a Person that directly,
or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with the Person specified.

“Agreement” shall mean this Amended and Restated Joint Venture Agreement.

“Ancillary Agreement(s)” shall mean the Share Subscription Agreement and the
Services Agreements, as the case may be, to be entered into by the Company and the
Parties.

“Articles” or “Articles of Association” shall mean the Articles of Association of the

Company.

“Board” or “Board of Directors” shall mean the board of directors of the Company.

“Business Plan” shall mean the business plans of the Company referred to in Article 9.

“Business Process Outsourcing” shall mean the delegation of performance of a specific

business function (e.g., payroll) to a third party supplier that uses information
technology-intensive processes to administer and manage such function in accordance
with customer-defined and measurable performance criteria contained in a written
agreement.

“Chairman” shall mean the chairman for the time being of the Board.

“Company” shall mean …………………………….., a company incorporated in India

under the Companies Act, 1956 either known as …………… or by any other name as
approved by the concerned Registrar of Companies under the Companies Act, 1956.

“Convertible Preference Share” shall mean convertible preference share in the authorised,
issued and subscribed convertible preference share capital of the Company, authorised,
issued and subscribed in accordance with the terms of issues as specified in Article 4.1(c)
of this Agreement and carrying a preferential right:

i) with respect to dividend, a fixed amount of Rs. 5000 (Rupees Five Thousand) on
the entire convertible preference share capital to be allocated pari passu between all the
convertible preference shares; and

ii) with respect to capital, to be repaid the amount of the capital paid up or deemed to
have been paid up on such convertible preference shares on a winding up or repayment of capital
of the Company.

“Cost” shall mean the fully burdened direct cost of providing the relevant goods and/or
services, excluding any allocation of administrative overhead expenses or cost of capital.

“Director” shall mean a director for the time being on the Board.

“EBIT” shall mean earnings before interest and taxes.

“Effective Date” shall mean the Closing Date as defined in the Share Subscription
Agreement.

“Fair Price” shall have the meaning assigned thereto in Article 14.5 hereof.

“Fiscal Year” shall have the meaning given to that term in Article 12 hereof.

“Force Majeure” shall include riots, civil commotions, wars, orders or regulations,
embargoes, actions by the government or any agency thereof, acts of God, acts of
terrorism, storms, fires, droughts, earthquakes, serious accidents, strikes, sabotages,
explosions, or other contingencies beyond the reasonable control of the Party liable to
perform.

“General Manager” shall mean a person appointed by the Board holding the highest
rank in the hierarchy of Management of the Company and shall be responsible for
carrying out the responsibilities delegated to him by the Board from time to time.

“General Meeting” shall mean the duly convened meeting, annual or extraordinary, as
the case may be, of the Parties or the Company.

“Government” shall mean the government of the Republic of India, the United States,
and/or any state government as the case may be.

“Management” shall comprise of General Manager, deputy general manager, Director of

sales, Director of …………….., Director of finance, Director of operations, Director of
human resources appointed in accordance with the terms of this Agreement, provided that
deputy general manager may also serve in any other senior management positions of the
Company.

“Material Breach” shall mean any breach by either Party of any of the provisions of this
Agreement which breaches substantially and materially affects the Parties’ rights or alters
the purposes of this Agreement.

“Memorandum” or “Memorandum of Association” shall mean the Memorandum of

Association of the Company, as amended from time to time.

“Net Assets Value” shall mean the definition ascribed by erstwhile controller of capital
investment.

“Party” shall mean either ABC or CDE, as the case may be, and “Parties” shall mean
both ABC and CDE.

“Person” means any natural person, partnership firm, corporate entity or legal entity.

“Share” shall mean a share in the authorized, issued and subscribed equity share capital
of the Company.

“Share Subscription Agreement” shall mean the agreement entered among ABC, CDE
and the Company for subscribing equity share capital in the Company.
 “Service Agreements” shall mean all service agreements entered into in connection with
the provision of services to the Company between the Company and any of the Parties (or
their affiliates).

“Subsidiary” shall mean in relation to a company (the “Holding Company”), any other
company in which the Holding Company for the time being directly or indirectly holds or
controls a majority of the voting rights exercisable at general meetings on all or
substantially all matters or has the right to appoint or remove a majority of its Directors.

“Territory” shall mean the geographical area under the jurisdiction of the Republic of
India.

“Venture Business” shall mean the business to be undertaken by the Company as set out
in Article 2.

1.2 Except where the context requires otherwise, this Agreement will be interpreted as
follows:

(a) in this Agreement headings are for convenience only and shall not affect
interpretation except to the extent that the context otherwise requires;

(b) where a word or phrase is defined, other parts of speech and grammatical forms of
that word or phrase shall have corresponding meanings;

(c) words importing the singular shall include plural and vice versa;

(d) words denoting individual shall include corporations and vice versa;

(e) words denoting any gender shall include all genders; and

(f) where any act, matter or thing is required by this Agreement to be performed or
carried out on a certain day and that day is not a business day, then that act, matter
or thing shall be carried out or performed on the next following business day.

ARTICLE 2 – VENTURE BUSINESS

The business of the Company shall be to undertake development and marketing of diverse
software products and projects on or in respect of Transactional Processing Facility (“TPF”)
platform, other software languages and platforms and e-commerce and to undertake and perform
support and other services in respect thereof, and such other business as the Parties may approve
from time to time.

ARTICLE 3 - INCORPORATION

3.1 ABC had caused the Company to be incorporated on ………………………..

3.2 The Memorandum and Articles of Association of the Company shall be amended to
incorporate the terms and conditions of the Agreement to the extent legally permissible
including the change of name, if and when decided by CDE, the change of authorised
share capital of the Company including issue of different class of shares, and authorising
the shareholders with differential class of shares including Convertible Non Voting
Shares (as defined in Article 4.1 (a) hereof) and Convertible Preference Shares to vary
the rights attached to such shares with the consent in writing of the holders of not less
than three-fourths of the issued shares of that class or with the sanction of a special
resolution passed at a separate meeting of the holders of the issued shares of that class.

3.3 In the event of any ambiguity or inconsistency between this Agreement and either the
Memorandum or the Articles of Association at any time, this Agreement shall prevail as
between the Parties.

3.4 The registered office of the Company is located in the National Capital Territory of
Delhi.

ARTICLE 4 - SHARES AND SHARE CAPITAL

4.1 As on the Effective Date,

(a) the Company has an authorised equity share capital, including both voting and non
voting Shares, of Rs. ………………………………. comprising of
…………………………………….. equity shares of the face value of Rs. 10 (Rupees
Ten) each. The present subscribed share capital of the Company comprises of ………
equity shares of Rs.10 each, issued and subscribed for by the Parties as follows:

ABC and its Affiliate/s ……… equity shares

CDE and its Affiliate/s ……… equity shares out of which ………
shares shall be non-voting in nature (“Convertible Non Voting Shares”). Subject
to the provisions of the Act, CDE shall have the option to convert these
Convertible Non Voting Shares into voting Shares at any time and from time to
time following the third anniversary of the date of issue of the Convertible Non
Voting Shares. On declaration of dividend in terms of Article 31 of this
Agreement, Convertible Non Voting Shares shall be entitled to 1.584 times the
amount of dividend declared on voting Shares.

(b) the Company has an authorised convertible preference share capital, of Rs.
…………………………. comprising of …………………………. Convertible
Preference Shares of the face value of Rs. 10 (Rupees Ten) each. The present
subscribed share capital of the Company comprises of ……. Convertible Preference
Shares of Rs.10 each, issued and subscribed for by the Parties as follows:

ABC and its Affiliate/s Nil ………………………………

CDE and its Affiliate/s …………………………………..

(c) Convertible Preference Shares shall have the following terms of issue:
 i) Subject to the provisions of the Act, CDE shall have the option to convert these
Convertible Preference Shares into voting Shares such that each Convertible
Preference Share is converted into one voting Share.

ii)Convertible Preference Shares shall be converted at the option of CDE at any

time and from time to time after the expiry of three years and before the expiry
of ten years from the date of issue of the Convertible Preference Shares Subject
to the provisions of the Act, before the expiry of three years from the date of
issue of the Convertible Preference Shares, Convertible Preference Shares shall
be automatically converted into voting Shares in the manner provided for in
4.2(c)(i) on the occurrence of the events giving rise to termination of this
Agreement under Article 14.2 (a) to (d).

iii) Convertible Preference Shares shall carry a preferential right of fixed amount
of dividend of Rs. 5000 (Rupees Five Thousand) on the entire Convertible
Preference Share capital to be allocated pari passu between all the Convertible
Preference Shares prior to the payment of dividend declared on Shares.

4.2 ABC shall cooperate to enable the Company to pass suitable resolution to give effect to
Article 4.2.

4.3 The equity shares and convertible preference shares under Article 4.1 shall be allotted to the
Parties in such a way that upon subscription and allotment of Shares and Convertible
Preference Shares, ABC shall hold 49% and CDE shall hold 51% of the subscribed and
paid up capital of the Company including Convertible Non Voting Shares and
Convertible Preference Shares.

4.4 Except as provided in Article 29 of this Agreement or unless otherwise agreed between the
Parties in writing, any new shares and convertible preference shares of the Company shall
be subscribed by and allotted to the Parties in the same proportion of the subscribed and
paid up capital of the Company as provided in Article 4.3 of this Agreement.

4.5 Each Party shall be entitled to nominate any of its respective Affiliates to subscribe to,
acquire and/or hold any Share or Convertible Preference Share which such Party is
obliged or entitled to subscribe, acquire or hold, provided always that prior to any such
Affiliate subscribing to, acquiring or holding any Share or Convertible Preference Share,
the Affiliate shall have undertaken to be bound by the terms and conditions of this
Agreement. Any Share or Convertible Preference Share so held by an Affiliate of a Party
shall be deemed to be held by such Party for the purposes of this Agreement.

4.6 Unless the Parties otherwise agree in writing, if the Board determines that the Company
requires financing in excess of the capital provided for in Article 4.1, the additional
financing shall be raised in the following order of priority:

(a) Third party debt or equipment lease financing without guarantees by the Parties;

(b) Loans by the Parties;

 (c) Third party debt or equipment lease financing with guarantees by the Parties to be
provided in proportion to their respective shareholdings; and

(d) Equity contribution by the Parties.

ARTICLE 5 - BOARD OF DIRECTORS

5.1 Unless otherwise agreed between the Parties, the Board of Directors of the Company will
comprise of six (6) Directors.

5.2 So long as CDE and/or its Affiliates maintain its 51% shareholding in the Company,
CDE shall be entitled to nominate three (3) Directors on the Board.

5.3 So long as ABC and/or its Affiliates maintain its 49% shareholding in the Company,
ABC shall be entitled to nominate three (3) Directors on the Board.

5.4 ABC and CDE shall each be entitled to nominate alternate Directors for each of the
Directors it is entitled to nominate. Such appointment as alternate Directors shall take
place as the first item of business at the next Board meeting following receipt by the
Company of such nomination.

5.5 The Chairman of the Board shall be elected, from time to time, from amongst the
Directors nominated by CDE. Parties agree that the Director chosen by CDE amongst the
Directors nominated by CDE, shall be the Chairman of the Board.

5.6 CDE and ABC shall cause to be elected as Directors the candidates so nominated and
shall cause their Directors to appoint as Directors or alternate Directors the candidates so
nominated.

5.7 Each Party in its sole discretion shall have the right to replace any Director, including any
alternate Director nominated by it, at any time and without cause, and the Parties shall
both undertake all necessary action to ensure the formal election of such replacement
Director as the first item of business at the next occurring Board meeting.

5.8 The appointment or removal of Directors shall be made by a notice in writing, addressed
to the Company by the concerned Party with a copy of such notice being sent to the other
Party.

5.9 Subject to provisions of Articles 6.4 and 7.3, all resolutions and decisions of the Board
shall require the affirmative vote of a majority of Directors present at the meeting. All
other matters of the Company shall be decided by the General Manager in accordance
with the Business Plan.

ARTICLE 6 - MEETINGS OF THE BOARD

6.1 The Board shall meet at least once in every calendar quarter at a location determined by
the Board at its previous meeting, or if no such determination is made, then at the
 registered office of the Company. The Board may meet more often from time to time as
it deems necessary.

6.2 Subject to the provisions of the Act, at least twenty one (21) days written notice of every
Board meeting shall be given to every Director and every alternate Director at their usual
address whether in India or abroad, provided always that a meeting may be convened by
a notice shorter than twenty one (21) days with consent of all the Directors.

6.3 The notice of each Board meeting shall include an agenda setting out the business
proposed to be transacted at the meeting. Unless waived in writing by all Directors, any
item not included in the agenda of a meeting shall not be considered or voted upon at that
meeting of the Board.

6.4 The quorum for a Board meeting shall be four (4) Directors; provided, however, that as
long as CDE and ABC are entitled to appoint or nominate Directors on the Board, there
shall be no quorum unless at least two Directors nominated by ABC and two Directors
nominated by CDE are present at that meeting. A Party may, in writing, waive the
requirement that a Director nominated by it be present to constitute a quorum at any
meeting of the Board. If a proposed meeting of the Board fails to have a quorum, the
meeting shall be adjourned and reconvened at the same place and same time 3 business
days later, or at such other place, time, and date agreed to by all Directors. At the
adjourned and reconvened meeting of the Board, two Directors, one Director nominated
by CDE and one Director nominated by ABC, shall constitute a quorum for the meeting..

6.5 Subject to Article 7.3, a resolution by circulation shall be as valid and effectual as a
resolution duly passed at a meeting of the Directors called and held, provided it has been
circulated in draft form, together with the relevant papers, if any, to all the Directors then
in India (not being less in number than the quorum fixed for the Board meeting), and to
all other directors at their usual address in India and has been approved by such of the
directors as are then in India or by a majority of the Directors entitled to vote thereon.

6.6 The Chairman shall decide any matter on which the Board is deadlocked. If the Chairman
is not present at a Board meeting in which the Board is deadlocked, the meeting shall be
adjourned until such time as the Chairman can be present at the Board Meeting.

ARTICLE 7 - GENERAL MEETINGS

7.1 The Board may convene a General Meeting of the Company. The Board shall proceed to
convene such a General Meeting if so requisitioned in accordance with the provisions of
the Act by either of the Parties or by at least three Directors.

7.2 Except as otherwise provided in the Act or the Articles, and subject to provisions of
Article 7.3 hereof, every resolution to be passed at a General Meeting of the Company,
shall require the approval by the majority of the shareholders present at such a meeting,
subject to an affirmative vote of CDE, whether voted in person or by proxy. ABC shall
cast its votes to effect approval of all the resolutions where CDE has cast its affirmative
vote.
7.3 So long as CDE and its Affiliates, on the one hand, and ABC and its Affiliates, on the
other hand, each hold not less than 49% of the subscribed and paid up capital of the
Company and except as otherwise provided in the Act,

7.3.1 Neither the Board nor the Company, whether at a meeting of the Board or a
General Meeting or otherwise, shall take any action with respect to the matters
listed below, without the prior written consent of the Parties:

(a) Capital investment exceeding Rs. [……];

(b) Increase of authorised, issued and/or paid up capital of the Company or
reclassification of capital of the Company;
(c) Amendment(s) to the Memorandum and/or the Articles of Association;
(d) Related party transactions including but not limited to any agreement or
material transaction (or amendment thereto) between the Company and
either (i) a Party or any affiliate, officer, director, or employee of a Party
or (ii) a director or executive officer of the Company;
(e) Entry into contract that is material to the Company or any contract that
obligates the Company to incur an amount in excess of Rs. [ ] per annum;
(f) Approval of working rules of the Board and the financial system of the
Company;
(g) Establishment of the Company’s offices and departments;
(h) Franchising/licensing trademarks, trade names or products owned by the
Company;

(i) Undertaking any business other than the Venture Business;

(j) Approval of Business Plan or any modifications thereto;

(k) Borrowings or guarantee by the Company in excess of the amount

approved in the Business Plan;

(l) Creation of any mortgage, charge or other encumbrance in respect of the

Company’s undertaking, property or assets or any part thereof except in
relation to any approved borrowing;

(m)Granting of loans (as defined in the Act) by the Company to any Person
other than employees of the Company, or under terms, conditions or
circumstances inconsistent with the policies and procedures established by
the Board of Directors;

(n) Disposition of the Company’s undertaking, properties or assets or any part

thereof unless approved in the Business Plan;

(o) Declaration of any dividend other than in accordance with Article 31;

(p) Entering into a joint venture or partnership with any Person and/or
subscribing to or acquiring shares in any other Person or divestment of
 any shareholding interest in any Person;

(q) Registration of any transfer of shares in contravention of this Agreement;

(r) Dissolution, liquidation, merger, amalgamation or restructuring of the

Company or sale of the undertaking of the Company or substantial part
thereof; or

(s) Redemption, retirement, purchase or buyback of any equity shares in the

Company, in each case other than as required by applicable law or
regulation.

7.3.2 The following matters shall require approval by a majority of the votes of the
shareholders subject to an affirmative vote of CDE; provided that ABC shall
cast its votes to effect approval of all the items listed below where CDE has cast
its affirmative vote:

(a) Change of name of the Company;

(b) Appointment, change and fixing of remuneration of the Company’s
independent statutory auditors, which shall be Deloitte & Touche LLP as
of the Effective Date;
(c) Appointment and removal of the General Manager and his/her
compensation and other benefits;
(d) Appointment and removal of other senior management and employment
and removal of key employees and their respective compensation and
benefits;
(e) Increase the authorised share capital of the Company including share
capital with differential rights; or
(f) Issuance of shares at a discount.

ARTICLE 8 - MANAGEMENT OF THE COMPANY

8.1 Subject to the provisions of the Act, the Articles and this Agreement, the Company shall
be managed by the Board, who may exercise all such powers of the Company as are not
by the Act or by the Articles required to be exercised by the Company in General
Meeting. The Board may delegate its functions to committees or sub-committees
established by the Board and/or to officers of the Company. Subject to the provisions of
this Agreement, the Act and the Articles, the Board may delegate any of its powers,
functions or tasks to the Management of the Company.

8.2 Senior managers (other than the General Manager) of the Management shall be nominated
by the General Manager and shall be appointed if approved by the Board. The Parties
may also propose candidates for senior managers but their appointment shall be subject to
the approval of the Board. The senior managers shall not be removed or replaced at any
time without the approval of the Board.
8.3 The compensation payable to the General Manager shall be determined by the Board and the
compensation payable to other Management personnel shall be determined as part of the
Business Plan developed by the General Manager and duly approved by the Board on
presentation.

8.4 The Parties shall both undertake all necessary action to ensure that the Company’s corporate
policies and procedures are same as the corporate policies and procedures set by the
board of directors of CDE.

ARTICLE 9 – BUSINESS PLANS

9.1 The Company shall conduct its business in accordance with a business plan approved by
the Board (the “Business Plan”). For each Fiscal Year, the Board shall cause the General
Manager to prepare a Business Plan, which shall be presented for Board’s consideration
and approval at least three months prior to the commencement of the Fiscal Year. (In the
event that the Business Plan is not approved prior to the commencement of the Fiscal
Year, the Company shall be operated in accordance with the prior year’s Business Plan,
until a new Business Plan is approved.) The Business Plan shall at minimum include the
items listed in Article 9.2.

9.2 The Business Plan shall include amongst others, the following items:

(a) The goals of the Company for the period to which the Business Plan relates;

(b) The strategies to be employed to achieve those goals;

(c) The areas and types of activities to be conducted and emphasized in achieving those
goals;

(d) An estimate of the financial results of the previous fiscal year, if available;

(e) The operating budget of the Company, including cash flow and working capital
requirements, for the performance of its activities;

(f) The capital expenditure budget of the Company;

(g) A financial forecast for the entire year as well as for the three year period
commencing with the date of the plan, provided that for each then current year
during such three year period, the financial forecast for the subsequent year(s) may
be revised if appropriate and necessary based on the immediately preceding year’s
financial results;

(h) Any proposed distribution, reinvestment or other use of the Company’s profits; and

(i) The opportunities, risks and contingencies confronting the Company and the
possible impact of and respective plan for such contingencies on the Company’s
strategies, proposed activities and budget.
ARTICLE 10 - TRANSFER OF SHARES

10.1 No Party shall transfer its Shares and/or Convertible Preference Shares except as stated in
Article 10.2 and except with the prior written consent of the other Party.

10.2 Notwithstanding the provisions of Article 10.1, each Party shall have the right to transfer,
at any time, all or any portion of the Shares and/or Convertible Preference Shares held by
it to one or more of its respective Affiliates, provided that in connection with any such
transfer, the transferor shall have obtained the written consent of the transferee,
confirming that (i) the transferee shall abide by the terms of this Agreement applicable to
the transferor, and (ii) effective provision shall be made whereby the transferee shall be
required, prior to the time when it ceases to be an Affiliate of the Party, to transfer such
Shares or Convertible Preference Shares to the Party or another Affiliate of the Party.

10.3 Subject to the provisions of Articles 10.1 and 10.2 above, as and when a Party desires to
transfer all (but not less than all) of its Shares and Convertible Preference Shares
(“Offeror”), it shall first offer all such Shares and Convertible Preference Shares to the
other Party (“Offeree”) and the procedures in sub-Articles 10.3.1 to 10.3.5 shall apply.

10.3.1 The Offeror shall give notice in writing (“Transfer Notice”) to the Offeree
stating:

(a) The number of Shares and/or Convertible Preference Shares to be transferred;

(b) The purchase price of each Share and/or Convertible Preference Shares, which
shall be determined consistent with the provisions of Article 29.1(a) and/or
29.2(a); and

(c) The material terms of transfer, including payment terms.

10.3.2 The Offeree shall have a period of thirty (30) days to accept the offer for all (and
not a part) of the offered Shares and of Convertible Preference Shares. The
Offeree shall notify the Offeror in writing, of its acceptance (the date of such
acceptance notice being the “Acceptance Date”) and pay for such Shares and
Convertible Preference Shares within thirty (30) days of the Acceptance Date.

10.3.3 Should approval of any authority in India be required for a sale of Shares or of
Convertible Preference Shares pursuant to this Article 10, the Offeree shall make
or have made an application therefore within thirty (30) days of the Acceptance
Date or the date on which Fair Price is determined, as the case may be, and shall
pay for such shares within thirty (30) days of the receipt of the approval. If the
said authority accepts such applications on conditions (as to price and otherwise)
different from those stated in the application, each Party shall decide whether it is
willing to conclude the sale on such conditions, but if both Parties do not agree to
such different terms, the offer shall stand withdrawn. If for any reason,
whatsoever, such approval is not received within 180 days of making the
application or such further period as the Offeror may prior to expiration thereof
allow, the Offeror shall be at liberty to withdraw the offer.
 10.3.4 If the Offeree declines the offer, fails to respond to the offer prior to the deadline
indicated in Article 10.3.1(c), or accepts the offer but fails to pay the purchase
price within the times indicated by Articles 10.3.2, the Offeror may then, within
the next ninety (90) days sell the Shares and/or Convertible Preference Shares
covered by the offer to any third person upon the same terms offered to the
Offeree. Any subsequently proposed transfer pursuant to this Article 10 shall be
commenced as a new offer.

10.4 In the event any Party receives an unsolicited offer from a third party for the purchase of
all (and not less than all) of its Shares and Convertible Preference Shares in the Company
and agrees to sell or transfer all of its Shares and Convertible Preference Shares in the
Company, the procedure prescribed in this Agreement shall apply to such sale or transfer
of Shares and Convertible Preference Shares and the Transfer Notice shall describe the
material terms of the third party’s offer.

10.5 Except as permitted under Article 10.2, at no time shall either of the Parties transfer or
endeavor to transfer less than all of its Shares and Convertible Preference Shares in the
Company to any Person whatsoever.

ARTICLE 11 - REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

PARTIES

11.1 ABC represents, warrants and covenants to CDE and to the Company as follows:

(a) ABC is a limited liability company duly organised, validly existing and in good
standing under the laws of India and has the corporate power and authority to
enter into this Agreement and to perform its obligations hereunder.

(b) All corporate actions on the part of officers and directors of ABC necessary for
the authorisation, execution and delivery of this Agreement by ABC and for the
performance of all of its obligations hereunder have been taken.

(c) This Agreement constitutes valid, legally binding and enforceable obligations of
ABC.

(d) ABC shall take such further acts, execute and deliver such further instruments and
documents, and generally do all such other things as may be reasonably necessary
to accomplish the transactions contemplated in this Agreement.

(e) Execution, delivery or performance of this Agreement by ABC does not and will
not conflict with, or result in a default, right to accelerate or loss of rights under,
or result in the creation of any lien, charge or encumbrance, pursuant to ABC’s
memorandum and articles of association, or any agreement or other document,
law, rule, regulation, order, judgment or decree to which ABC is a party or by
which it may be bound or affected.
(f) The Company is a private company duly incorporated, validly existing, and in
good standing under the laws of India.

(g) 6,509,016 shares of capital of the Company are issued or outstanding, and all of
such shares have been duly authorized, validly issued, fully paid and non-
assessable, and have not been issued in violation of, and are not subject to, any
preemptive or subscription rights. Except for this Agreement, there are no
outstanding contracts or agreements, save and except as mentioned in annexure
11.1(g), pursuant to which the Company is or may become obligated to issue,
deliver or sell any shares of its capital stock. There are no outstanding contracts or
agreements, save and except as mentioned in annexure 11.1(g) and as provided
for in this Agreement, pursuant to which the Company is or may become
obligated to redeem, repurchase or otherwise acquire or retire any shares of its
capital.

(h) The Company has no subsidiaries, save and except as provided in annexure
11.1(h), does not own, directly or indirectly, any capital stock or other equity
interest in any Person, and is not a member of or a participant in any partnership,
joint venture (except by virtue of this Agreement) or similar entity, and the
financial statements of the Company are in accordance with the accounting
standards, the provisions laid down in the Act and have been prepared on going
concern basis depicting true and fair state of affairs of the Company as on the
Effective Date.

(i) ABC acknowledges that the Shares and Convertible Preference Shares have not
been registered pursuant to any U.S. State or federal securities laws and,
therefore, cannot be resold in the U.S. or to a U.S. citizen unless they are
registered under appropriate U.S. State and/or federal securities laws or unless an
exemption from registration is available.

(j) ABC covenants that it will assist the Company in obtaining and maintaining the
resources necessary to provide the development services required by CDE and its
Affiliates.

(k) There is no suit, action, litigation, investigation, claim, complaint or proceeding in

progress or pending or threatened against or relating to ABC, which, if
determined adversely to ABC, could prevent ABC from fulfilling any or all of its
obligations set out in this Agreement or arising from this Agreement and ABC has
no knowledge of any existing ground on which any such action, suit, litigation or
proceeding might be commenced with any reasonable likelihood of success.

(l) ABC shall exercise the voting rights with respect to Shares, directly or indirectly
held by it, to ensure that all provisions of this Agreement, to the extent required
and permissible under law are incorporated in the Articles of Association.

(m) There is no outstanding:

(i) mortgage, charge, pledge, lien,

encumbrance or equity on the whole or any part of the undertaking, property
 or assets of the Company save and except as provided in annexure 11.1(m)
(i);
(ii) contract for hire or rent, hire purchase or purchase by way of credit sale,
conditional sale or periodical payment by the Company in respect of
movable or immovable property save and except the contract for hire-
purchase of a car which is set forth in annexure 11.1(m)(ii);
(iii) guarantee, indemnity or suretyship, by the Company save and except as
provided in annexure 11.1(m)(iii);
(iv) power of attorney given by the Company except in the ordinary and usual
course of business save and except as provided in annexure 11.1(m)(iv); or
(v) authority to any Person (other than a Director duly authorised) to bind or
commit the Company in any way except in the ordinary and usual course of
business save and except as provided in annexure 11.1(m)(v).

(n) The Company has in force valid insurances, details of which are annexed herein
in annexure 11.1(n), in respect of its property, assets and business against such
risks as are normally insured against by companies carrying on similar businesses
in India and in such jurisdiction it carries on business for the full reinstatement or
replacement value of such property including, without limitation, adequate
insurance cover against accident or damage. .

(o) All intellectual property used by the Company in connection with its business,
including any registered or unregistered trade marks, patents, know-how,
computer software (or other intellectual property of any description) is
beneficially owned by or licensed for use to the Company. The Company is not in
breach of any license of any agreement under which any confidential business
information was or is to be made available to it.

(i) All rights in all intellectual property and confidential business information
owned or otherwise required for the businesses of the Company as currently
conducted or contemplated to be conducted are vested in or validly granted
to the Company.

(ii) In carrying on its business in the ordinary and usual course, the Company
does not infringe any intellectual property rights of any third party or
become liable to make any payment of any royalty or fee or become
involved in the unlicensed use of confidential information disclosed to the
Company by any person in circumstances which might entitle that person to
make a claim against the Company.

(iii) The Company is not a party to any confidentiality or other agreement or

subject to any duty which restricts the free use or requires disclosure, of
business information owned by or required for the business of the Company.

(iv) The Company has not granted, nor is it obliged to grant any license, sub-
license or assignment in respect of any intellectual property owned or
otherwise required for the businesses of the Company, and has not disclosed
nor is obliged to disclose any confidential business information required for
the business of the Company to any Person, other than in the ordinary
 course of business, subject to standard confidentiality obligations imposed
on the receiving Person or its employees for the purpose of carrying on its
business. There are no restrictions on the rights of the Company to license or
sub-license any intellectual property owned by it.

(v) All the processes and methods employed, the services provided, the
businesses conducted and the services provided, used or dealt in by the
Company, do not, or at the time of being employed, provided, conducted,
manufactured, used or dealt in, did not infringe the rights of any other
Person in any intellectual property or business information.

(vi) There is not, nor has there been at any time, any unauthorised use or
infringement by any Person of any of the intellectual property or
confidential business information owned or otherwise required for the
business of the Company.

(p) The Company is not a party to any contract of employment with any of the
employees, which cannot be terminated by it without damages or compensation
(other than that payable by statute or contract) by giving at any time the minimum
period of notice applicable to that contract.

(i) No employee has given notice terminating his contract of employment or is

under notice of dismissal and no amount due to or in respect of any
employee is in arrears and unpaid other than his salary for the month current
at the date of this Agreement save and except as provided in annexure
11.1(p)(i).

(ii) Since March 31, 2004, no change has been made in the emoluments or other
terms of engagement of any employee, and no such change, and no
negotiation or request for such a change is due or expected within six
months from the date of this Agreement other than, in each case, usual
annual increment.

(iii) There is no trade union or work council, registered or unregistered, in the

Company and there has been no employee unrest in the past 2 years.

(iv) The Company has no un-discharged liability to pay to any governmental or

regulatory authority in any jurisdiction any contribution, taxation or other
sums arising in connection with the employment or engagement of
personnel by it.

(v) The Company has at all relevant times complied with all its obligations
under statute and otherwise in respect of its employees, and there are no
claims capable of arising or threatened or pending by any employee or third
party.

(vi) Save and except the benefits mentioned in annexure 11.1(p)(vi), the
Company is under no legal or moral obligation to pay or secure any pension
 or other benefit on retirement, death or disability or on the attainment of a
specified age or on the completion of a specified number of years of service.

(vii) There are no liabilities at the time of signing of this Agreement for the
provision of the employees of pension or other retirement benefits or in
respect of death, injury or sickness (including permanent health insurance
and medical insurance) and there is no legal obligation for the provision of
such and no promise of such has been made to or discussed with the
employees, other than the schemes specified in annexure 11.1(p)(vi).

(q) The Company is in possession of its certificate of incorporation, certificates of

incorporation on change of name (if applicable), common seals, statutory
registers, minute books, share certificate books and all other books or records
required to be maintained by the Company under any law or regulation applicable
to it or otherwise maintained by the Company, all of which have been duly
written up to date.

(i) All documents required by law to be filed in respect of the Company with
any governmental authority have been properly made, delivered and duly
filed.

(ii) All title deeds, share certificates, agreements to which the Company is a
party and other documents (including without limitation, accounts, books
and ledgers) owned by or which ought to be in the possession of the
Company are in the possession of the Company.

(iii) The Company has conducted its businesses in all material respects in
accordance with all applicable laws in India and in compliance with the
provisions of various licences so acquired from governmental authorities
and third party and there is no violation of or default with respect to, any
law or directions or guidelines of governmental authority.

(r) The Company has obtained all necessary permissions and has all necessary
registrations for sales tax, income tax, service tax or any other tax applicable to
the Company. There are no un-discharged liabilities to pay to any governmental
departments including sales, service tax department, income tax department, etc.
The Company has at all relevant times complied with all its obligations under
statute and otherwise concerning taxation.

(s) Full and accurate details of all overdrafts, loans or other financial facilities
outstanding or available to the Company ("the Facilities") are set out in annexure
11.1(s).

(t) ABC has provided to CDE complete copies of all the audited financial statements
which were prepared in accordance with the Generally Accepted Accounting
Principles of India (“GAAP”), together with the related auditor’s reports and the
names and locations of all banks, trust companies and other financial institutions
at which the Company maintains safe deposit boxes, checking accounts or other
accounts of any nature and the names of all persons authorised to draw thereon,
 make withdrawals there from and have access thereto.

(u) ABC covenants that the Company has good and valid title to all the properties and
assets that it purports to own (tangible and intangible).

(v) ABC covenants that any information technology equipment and systems owned or
used by the Company are structurally sound with no known defects and are in
good operating condition and repair (fair wear and tear excepted taking into
account their age) and are adequate for the operation of the business as currently
conducted. None of such equipment and systems is in need of maintenance or
repairs except for ordinary, routine maintenance and repairs which are not
material in nature or cost.

11.2 CDE represents, warrants and covenants to ABC and the Company as follows:

(a) CDE is a limited liability company duly organised, validly existing and in good
standing under the laws of the State of Delaware, U.S.A. and has the corporate
power and authority to engage in this Agreement and to perform its obligations
hereunder.

(b) All corporate action on the part of CDE and its officers and directors necessary
for the authorisation, execution and delivery of this Agreement and for the
performance of all of its obligations hereunder has been taken.

(c) This Agreement constitutes valid, legally binding and enforceable obligations of
CDE.

(d) CDE shall take such further acts, execute and deliver such further instruments and
documents, and generally do all such other things as may be reasonably necessary
to accomplish the transactions contemplated in this Agreement.

(e) Execution, delivery or performance of this Agreement by CDE does not and will
not conflict with, or result in a default, right to accelerate or loss of rights under,
or result in the creation of any lien, charge or encumbrance, pursuant to CDE’s
certificate of incorporation or by-laws, or any agreement or other document, law,
rule, regulation, order, judgment or decree to which CDE is a party or by which it
may be bound or affected.

(f) CDE is acquiring the Shares and Convertible Preference Shares hereunder for its
own account for the purpose of investment and not with the intent to resell. CDE
acknowledges that the Shares and the Convertible Preference Shares have not
been registered pursuant to any U.S. State or federal securities laws and,
therefore, cannot be resold in the U.S. or to a U.S. citizen unless they are
registered under appropriate U.S. State and/or federal securities laws or unless an
exemption from registration is available.

ARTICLE 12 - ACCOUNTING AND FINANCE

12.1 The Company shall keep true and accurate accounting records of all operations, and such
records shall be open for inspection by each Party or by its duly authorised
representatives at all times during normal business hours and with sufficient notice so as
not to disrupt the Company’s operations.

12.2 The financial statements of the Company shall be audited at the Company’s expense by
an independent certified public accounting firm or equivalent selected in accordance with
Article 7.3.2.

12.3 The Company shall submit to the Parties monthly, quarterly, and annual accounting
reports in a form to be mutually agreed upon between the Parties. In addition, the
Company shall promptly provide to the Parties notice of (i) any litigation or any
administrative proceeding to which the Company may hereafter become a party which
involves a potential liability to the Company of at least Five million Dollars
(US$5,000,000), or which may result in any material adverse change in the business,
operations, property, prospects, results of operation or condition, financial or otherwise,
of the Company, (ii) any default by the Company (however defined) with respect to any
indebtedness or (iii) any event or condition that may result in any material adverse
change in the business, operations, property, prospects, results of operation or condition,
financial or otherwise, of the Company.

12.4 During office hours of the Company, the Parties or their designated representatives shall
have full access to, and right to make copies of all books of account, records and the like
to the Company. Any information obtained by the Parties through exercise of this right
of access shall (i) be used by such Party only for purposes which are consistent with its
status as a shareholder and not for the pursuit of business interests outside that of the
Company and (ii) be subject to the confidentiality provisions of Article 15.

12.5 The Fiscal Year of the Company shall comprise a period of twelve months commencing
on April 01 and ending on March 31 of the following year.

ARTICLE 13 - EFFECTIVE DATE

13.1 This Agreement shall come into force from the Effective Date.

ARTICLE 14 - TERM AND TERMINATION

14.1 This Agreement is intended to be of enduring nature having regard to the mutual
objectives and stipulations in this Agreement and shall take effect as of its execution and
shall continue in force until terminated or further extended in accordance with its
provisions.

14.2 Without prejudice to any claim for any antecedent breach, any Party shall be entitled at
its option, on the happening of any of the following events, to terminate this Agreement:

(a) by giving to the other Party thirty (30) days written notice if the other Party
(i) becomes or is declared bankrupt or is subject to bankruptcy petition (and any
 such bankruptcy petition filed by a Person unaffiliated with such Party shall not
have been dismissed within 90 days after filing thereof), (ii) becomes insolvent or
admits publicly or in writing an inability to pay its debts as they become due or
has incurred losses for a period of three (3) consecutive years or (iii) is subject to
dissolution proceedings or ceases to carry on business or goes into voluntary or
compulsory liquidation, except for the purpose of amalgamation or
reconstruction; or

(b) by giving to the other Party sixty (60) days written notice if any distress or
attachment is levied, or any receiver is appointed in respect of the business or a
substantial part of the property or assets of any other Party, or if it takes any
similar action in consequences of debt; or

(c) by giving to the other Parties thirty (30) days written notice if a Controlling
Interest in any other Party is acquired by a third party. For the purpose of this
Article, “Controlling Interest” means (a) the ownership or control (directly or
indirectly) of more than fifty (50) per cent of the voting share capital of the
relevant Party; or (b) the ability to direct the casting of more than fifty (50) per
cent of the votes exercisable at general meetings of the relevant Party on all, or
substantially all, matters; or (c) the right to appoint or remove Directors of the
relevant Party holding a majority of the voting rights at meetings of the Board on
all, or substantially all, matters; or

(d) by giving to the other Party sixty (60) days written notice if there is a Government
expropriation, nationalisation or condemnation of all or substantial part of the
assets or capital stock of any other Party; or

(e) by notice in writing to the other Parties (effect upon dispatch) if any other Party is
in Material Breach of any provision of this Agreement and such breach has not
been remedied (to the reasonable satisfaction of the Parties not in breach) within
sixty (60) days of notice of such breach having been served on that Party by any
other Party; or

(f) in the event that the performance of this Agreement or the holding of equity
shares by either Party is prohibited by law or an act of State. In such event, the
affected Party shall offer its shares in the Company for sale to the other Party at
the Fair Price, determined as provided herein. If such other Party elects to not
purchase the shares offered, then the Company shall be promptly dissolved and
wound up in accordance with applicable law and the assets liquidated and
distributed to the Parties in proportion to their respective shareholdings in the
Company; or

(g) by giving the other Party thirty (30) days written notice if an event of Force
Majeure has occurred and continues for more than six (6) consecutive months
following the date of such notice and as a result of which the purposes of this
Agreement could not be achieved.

14.3 The termination of this Agreement shall not relieve any Party of any obligation or
liability accrued prior to the date of termination.
14.4 If this Agreement shall terminate pursuant to Article 14.2 then any Party electing to
terminate this Agreement shall have, without prejudice to any other rights or remedies it
may have, the option either:

(a) to require the other Party to transfer its and its Affiliates’ Shares and Convertible
Preference Shares to the terminating Party. The price at which such Shares and
Convertible Preference Shares shall be transferred shall be the Fair Price as
defined in Article 14.5; or

(b) to require that the Company be voluntarily dissolved and wound up and that
Company be liquidated and assets be distributed to the Parties, in proportion to
their shareholdings in the Company, as promptly as reasonably practicable.

14.5 The Auditors shall be instructed by the Company to certify in writing simultaneously to
both Parties the amount which, in their opinion, represents the fair market value of the
Shares and Convertible Preference Shares (“Fair Price”) by applying valuation
principles generally accepted and practiced in India. In so certifying, the Auditors shall
be considered to be acting as experts and not as arbitrators. The cost of obtaining such
certification by the Auditors shall be equally borne and paid for by each of the Parties.

14.6 The Parties shall and shall cause the Company to promptly provide such required
information and documents to the Auditors as are reasonably required to determine the
Fair Price.

14.7 The Auditors shall determine the Fair Price within forty five (45) days of the instruction
being received from the Company.

14.8 The Parties and the Company shall make all best endeavors to obtain requisite
Governmental or statutory approvals required to implement the provisions of this Article.

14.9 During the term of this Agreement and until the Party entitled or obliged to purchase
Shares and/or Convertible Preference Shares in accordance with Article 14 actually
purchases the Shares and/or Convertible Preference Shares, ABC and CDE shall each
use reasonable efforts to maintain and preserve the business in the best interest of the
Company.

14.10 The foregoing shall not limit the ability of either Party to seek legal and equitable
remedies related to a Material Breach by the other Party or the failure of the other Party
to perform any other duty or obligation under this Agreement.

ARTICLE 15 - CONFIDENTIALITY

15.1 Each Party acknowledges that it shall have access to Confidential Information, as
hereinafter defined, of the other Party and/or the Company. Each Party covenants and
agrees that, other than as expressly provided herein, it shall not divulge, furnish, publish
or use for its benefit or for the direct or indirect benefit of any other Person, whether or
not for monetary gain, any Confidential Information of the Company or the other Party.
 Each Party shall exercise a high degree of care to prevent the unauthorized dissemination,
disclosure or use, other than as expressly provided herein, of any such Confidential
Information and, except as expressly provided for in this Article 15, shall not make or
allow any disclosure of the Confidential Information to any other Person. Each Party
shall restrict access to, and use and disclosure of (collectively, “Access”), the
Confidential Information to those of its employees who require such Access in order to
assist the Company in conducting the Venture Business and only to the extent of such
requirement, and shall advise each such other Person granted such Access that the
Confidential Information of the other Party is the property of such other Party and is
highly confidential and that no Access in respect thereof is permitted except as directly
required by the use thereof in accordance with this Agreement.

15.2 For purposes of this Agreement, the term “Confidential Information” shall mean (i) all
information furnished to the Parties pursuant to Article 12; (ii) the Business Plan; (iii) all
intellectual property developed by the Company; (iv) all information and technology
disclosed to the Company by any of the Parties or their respective Affiliates under any of
the Service Agreements; and (v) all information disclosed by any Party to the other
Parties which is marked as “CONFIDENTIAL” or, if such information is disclosed
orally, is followed within a reasonable time in writing indicating that such orally
disclosed information is confidential.

15.3 Confidential Information shall not include information which:

(a) was known to the receiving Party at the time it was submitted; or

(b) is, or becomes, publicly known through no wrongful act of the receiving Party, or
any affiliate, agent or consultant or employee; or

(c) is received by the receiving Party from a third person without similar restrictions
and without breach of this Agreement; or

(d) is approved for release by written authorisation of the disclosing Party; or

(e) is shown to have been independently developed by the receiving Party without the
use of the information disclosed by the other Party hereunder; or

(f) is furnished by the disclosing Party to a third person without a similar restriction
on the third person’s rights.

15.4 A Party may make disclosure of Confidential Information:

(a) to an Affiliate, consultant, contractor or subcontractor on a good faith “need-to-

know” basis, after receiving the other Party’s consent;

(b) to potential third person purchasers of the Shares including Convertible Non
Voting Shares or Convertible Preference Shares of either Party, on a confidential
basis; or
 (c) to a governmental agency or entity, or to the public, if the disclosing Party
sincerely believes such disclosure is necessary under the relevant laws or
regulations or pursuant to the standards of any stock exchange, having received
advice from its legal counsel that such disclosure is necessary or strongly
recommended pursuant to such standards or regulations.

15.5 In all such cases where disclosure is made under Article 15.4, the disclosing Party shall
give written notice to the other Party prior to making such disclosure. As to the disclosure
referred to in Article 15.4(a) or (b), only Confidential Information regarding which the
third person has the legitimate need to know may be disclosed, and said third person shall
first agree in writing to protect the Confidential Information so that it not be disclosed
beyond the extent to which the Parties are obligated under this item. As to disclosures
under Article 15.4 (c), if the Party to whom notice of disclosure is given raises objections
to said disclosure, the Parties shall engage in good faith negotiations to try to modify or
alter the content or terms of said disclosure in order to limit the proposed disclosure as
much as possible.

15.6 The provisions of this Article 15 shall apply throughout the term of this Agreement and
for three years following its termination, and if any Party withdraws, is deemed
withdrawn or transfers its Shares, the provisions shall continue to apply to such person
for three years after such event has occurred.

ARTICLE 16 – COVENANT NOT TO COMPETE

16.1 Subject to Article 16.2, each Party covenants and agrees with the other Party and the
Company that, during the term of this Agreement, it and its Subsidiaries will not:

(a) directly or indirectly through any other person or entity own, operate, manage,
join, control, participate in the ownership, management, operation or control of, or
be paid or employed by, or acquire any securities of, or provide assistance to, in
any capacity, any business entity or activity which is directly or indirectly
engaged in the developing and marketing of, products and projects for
Transactional Processing Facility (TPF) platform and/or providing support or
other services in respect thereof within India; provided, however, that the
foregoing limitation shall not apply to any such products, projects, support or
services that (i) the Board of Directors determines the Company should not
provide or (ii) are supplied by either Party or its Subsidiary pursuant to a Business
Process Outsourcing arrangement, it being understood by the Parties that the
exception in this clause (ii) does not include any Business Process Outsourcing
arrangement where the business function primarily relates to information
technology;

(b) directly or indirectly through any Person induce any customers to whom the
Company has provided a service or sold products to transfer their patronage from
the Company to any other Person;

(c) hire, or attempt to hire for employment, in any business enterprise or activity, any
employee of the other Party or its Affiliate who is rendering or has rendered
 services to the Company under any of the Service Agreements (unless such
employee leaves the employment of the other Party or its Affiliate in which case
the Party will refrain from hiring or attempting to hire such an employee for six
(6) months after such employee leaves the employment of the other Party or its
Affiliate); or

(d) induce any employee of the other Party or its Affiliate who is rendering or has
rendered services to the Company under any of the Service Agreements to
terminate his employment with the other Party or its Affiliate.

16.2 Notwithstanding Article 16.1, ABC and the Company acknowledge that development of
software by CDE in the ordinary course of its business for use by its customers shall not
constitute a breach of Article 16, provided that in doing so CDE does not establish or
participate in a TPF software development facility or venture within a territory prohibited
by Article 16.1.

16.3 Put/Call Option

(a) If a Party (the “Affected Party” in this Article) makes any acquisition, directly or
indirectly, of an entity that prior to such acquisition already had a direct or
indirect interest in TPF development activities in violation of the provisions of
Article 16.1, then the Affected Party shall promptly notify the other Party and the
Company and shall endeavor to, within twelve (12) months from the date of the
acquisition of such TPF development business (which shall hereinafter be referred
to as the “TPF Business”, whether constituting a distinct legal entity or a part of
the operations of another entity), either: (i) migrate the TPF Business to the
Company via merger, sale, or other means (as described below); or (ii) divest its
interest in the TPF Business. If neither of these alternatives can be accomplished
on a commercially reasonable basis within such twelve-month period (or such
other period of time as the Parties may agree), then the other Party shall have the
option (the “Put/Call Option”) to either:

(i) purchase all the Shares held by the Affected Party; or

(ii) sell all of its Shares to the Affected Party;

each at a price per share (the “Put/Call Option Price”) to be determined as set
forth in subsection (c) below.

(b) The Company shall (except as hereafter provided) have the option (the “Purchase
Option”) of purchasing the TPF Business from the Affected Party (or the
acquired entity, as the case may be) upon the following terms (or such other terms
as the Affected Party and the other Party may agree). Within 30 days from the
date of the acquisition of the TPF Business by the Affected Party, the parties shall
jointly select an investment banking firm of international reputation (“Financial
Advisor”) for the purpose of: (1) identifying the assets, contracts, personnel, and
other resources required to operate the TPF Business (the “Assets”); and (2)
determining the fair market value of the TPF Business, which, absent manifest
error, shall be the purchase price of the Assets. Within 30 days from the date the
 Financial Advisor completes this process and delivers its report, the Company
shall notify the Affected Party whether or not it will exercise its Purchase Option.
If the Company elects to exercise its Purchase Option, the closing of the purchase
(the “Closing”) shall occur within 30 days from the date the Affected Party
received notice of the election. At the Closing, the Affected Party (or the entity
that owns the Assets, as the case may be) shall convey to the Company all of its
rights, title, and interests in and to the Assets, and the Company shall pay to the
Affected Party (or to such entity as it may specify) the purchase price, in cash.
The Closing shall be subject to any required government approvals and the time
taken for obtaining such approvals shall be excluded from the time limits set forth
herein. Notwithstanding the foregoing, if the TPF Business is jointly owned by
one or more third parties not controlled by either Party, or if transfer of the TPF
Business (or any interest therein) is restricted by contract or law, then the
valuation procedure described above need not be performed; rather, the Affected
Party shall use good faith efforts to effect the transfer of the TPF Business (or an
interest therein) to the Company as contemplated herein upon commercially
reasonable terms agreeable to all persons having a financial interest in the
transaction.

(c) To exercise the Put/Call Option, the other Party shall provide written notice (the
“Put/Call Notice”) to the Affected Party within 60 days of the date of receipt of
notice regarding the competing business. Upon receipt of the Put/Call Notice, the
Parties shall enter into good faith negotiations to determine the Put/Call Option
Price within fifteen (15) days. If the Parties are unable to agree upon the Put/Call
Option Price within fifteen (15) days of receipt of the Put/Call Notice, the Parties
shall jointly appoint a Financial Advisor to determine the fair market value of the
Shares to be transferred. As soon as practicable following its appointment, the
Financial Advisor shall provide each of the Parties with its written determination
of the fair market value. Absent manifest error, the Financial Advisor’s
determination of the fair market value per share shall be the Put/Call Option Price
and shall be binding upon each of the Parties.

(d) Within ten (10) days of: (i) the Parties’ agreement upon the Put/Call Option
Price; or (ii) if applicable, the Financial Advisor’s delivery of its determination of
the fair market value, the other Party shall provide the Affected Party with written
notice (an “Exercise Notice”) specifying whether it will purchase the Affected
Party’s Shares, or sell its Shares to the Affected Party, or waive its Put/Call
Option. The closing of the purchase/sale of Shares shall, unless otherwise agreed
by the Parties, take place no later than ten (10) days following delivery of the
Exercise Notice. The Put/Call Option Price shall be paid in cash. The fees of the
Financial Advisor for determining the Put/Call Option Price shall be borne by the
Parties equally, unless the other Party waives its Put/Call Option, in which case
the other Party shall pay the Financial Advisor’s fees. The Closing shall be
subject to any required Government approvals and the time taken for obtaining
such approvals shall be excluded from the time limits set forth herein.

16.4 The parties acknowledge that: (i) the foregoing non-competition covenant is a fair and
reasonable geographic type of business and temporal restriction and that such covenant is
reasonably required for the protection of the Company; and (ii) any breach or threatened
 or attempted breach of any provision of this Article 16 would cause irreparable harm to
the Company and the other Party not compensable in money damages and that the other
Party shall be entitled, in addition to all other applicable remedies, to a temporary and
permanent injunction and a decree for specific performance of the terms of this Article 16
or other equitable remedy without being required to prove damages or furnish any bond
or other security.

16.5 If any provision of this Article 16 is determined to be invalid by any Governmental

Authority of competent jurisdiction, the provisions of this Article 16 shall be deemed to
have been amended, and the Parties hereto agree to execute all documents necessary to
evidence such amendment so as to eliminate or modify any such invalid provision so as
to carry out the intent of this Article 16 as far as possible and to render the terms of this
Article 16 enforceable in all respects as so modified.

ARTICLE 17 - INDEPENDENT CONTRACTORS

17.1 Each Party hereto is an independent contractor and nothing contained in this Agreement
shall be construed to be inconsistent with this relationship or status. Neither Party owes a
fiduciary duty to the other. Nothing in this Agreement shall be in any way construed to
constitute either Party as the agent, employee or representative of the other. As an
independent contractor, each Party has relied on its own expertise or the expertise of its
legal, financial, technical or other advisors.

17.2 The Company shall be an independent company from both Parties and shall not be
construed to be an agent or representative of ABC or CDE. Neither ABC nor CDE shall
take any action on behalf of or binding upon the Company, except as may be specifically
provided for in this Agreement or as may be specifically consented to in writing by the
Company. The Company shall not be authorised to take any action on behalf of or
binding on either Party without the Party’s specific consent in writing.

ARTICLE 18 - INDEMNITY; LIMITED LIABILITY

18.1 Subject to the terms and conditions of this Section 18.1, each Party hereby agrees to
indemnify and save the Company, its officers, directors and employees and the other
Party, its shareholders, officers, directors, employees and Affiliates (individually, an
“Indemnitee”) harmless from and against, for and in respect of, any and all liabilities
suffered, sustained, incurred or required to be paid by any Indemnitee arising out of or in
connection with or as a result of the untruth, inaccuracy or breach or nonfulfillment of
any representation, warranty, covenant or agreement of the other Party contained in or
made pursuant to this Agreement or any Ancillary Agreement. No claim for
indemnification shall be made pursuant to this Agreement unless the Person seeking
indemnification shall have given the Party from whom indemnification is sought prompt
written notice of the potential loss anticipated, and the nature of the claim, demand, suit,
or cause of action against the Indemnitee (including copies of all correspondence,
pleadings, etc. related to such claim). The indemnifying Party shall assume and control
the defense of such action and keep the Indemnitee fully informed of the progress of the
 case. Both Parties shall cooperate fully with one another in connection with the defense,
compromise, or settlement of any such claim.

18.2 Except to provide its contribution to capital as provided for in this Agreement, neither
Party shall be required to provide any further funds to or on behalf of the Company by
way of capital contribution, loan, advance, guarantee or otherwise. The Company shall
not incur any liability on behalf of either Party and shall not hold itself out as having any
authority to bind either Party in any way. Creditors of the Company shall have recourse
only to the assets of the Company, and the Company shall ensure that no creditor is led to
believe otherwise or in any way to seek repayment from either of the Parties.
Notwithstanding the Company’s limited liability, and without by this Article 18.2
expanding such liability, if for any reason any third person brings a claim against either
or both of the Parties based on the Parties being a joint venture Party and arising out of
the operation of the Company or if otherwise either of the Parties incurs any liability for
any action or omission taken pursuant to this Agreement or in its role as a shareholder in
the Company other than from willfully wrongful conduct, the Company shall be
responsible for and shall indemnify, hold harmless and defend either Party if either Party
incurs any liability, loss or damage, including attorney costs, as a result of its being a
Party to this Agreement or for being a shareholder, if such liability, loss or damage arises
from a claim brought by person other than the other Party.

18.3 Neither Party shall be liable to the other Party for any consequential, indirect, exemplary,
incidental, special or punitive damages based on any claim arising out of this Agreement.
Except for liability arising out of breach of a confidentiality obligation set forth in Article
15 or of an indemnification obligation set forth in this Article 18, neither Party’s
aggregate liability under this Agreement shall exceed such Party’s contribution to the
registered capital of the Company.

ARTICLE 19 - SEVERABILITY AND SURVIVAL

19.1 Whenever possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Agreement
should be prohibited or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement. In such event, the Parties shall
negotiate, in good faith, a valid, legal and enforceable substitute provision, which most
nearly effectuates the Parties’ intent in entering into this Agreement.

19.2 Where the purpose and the text of a provision in this Agreement clearly indicates an
intent to survive termination of this Agreement, such as in Articles 15 and 18, the
provision shall survive the termination of this Agreement.

ARTICLE 20- ENTIRE AGREEMENT

This Agreement sets forth the entire agreement of the Parties with respect to the subject matter of
this Agreement and supersedes all prior and contemporaneous agreements, understandings and
representations, written and oral.
ARTICLE 21 - MODIFICATION

No provisions of this Agreement may be modified or amended unless by mutual agreement in

writing.

ARTICLE 22 - COSTS AND EXPENSES

Each Party shall pay its own expenses, costs and attorneys fees in negotiating, preparing and
executing this Agreement.

ARTICLE 23 - MUTUAL CONSULTATION AND GOODWILL

The Parties confirm their intention to promote the best interests of the Company and to consult
fully on all matters materially affecting the development of the Business of the Company. Each
Party shall act in good faith towards the other Party in order to promote the success of the
Company.

ARTICLE 24 - ANNOUNCEMENTS

Except as may be required by law or the rules of any stock exchange or governmental or other
regulatory authority, whether or not having the force of law, no announcement or circular in
connection with the subject matter of this Agreement shall be made or issued by or on behalf of
any Party before, on or after Closing without the prior written approval of the other Parties, such
approval not to be unreasonably withheld or delayed.

ARTICLE 25 - WAIVER OF RIGHTS

All waivers under this Agreement must be in writing, and failure at any time to require the other
Party’s performance of any obligation under this Agreement shall not affect the right
subsequently, to require performance of that obligation. No waiver by a Party of any breach of
any provision of this Agreement or of a failure or failures by the other Party to perform any
provision of this Agreement shall be construed or shall operate as a waiver of any continuing or
succeeding breach of such provision or a waiver or modification of such provision or as a waiver
in respect of any other or further failure whether of a like or different character.

ARTICLE 26 - NOTIFICATION

26.1 All notices and other communications required or permitted under this Agreement shall
be in writing signed by (or by some person duly authorised by) the person giving it and
may be served by leaving it or sending it by facsimile, prepaid recorded delivery as
registered post, addressed as follows (or to such other address as shall have been duly
notified in accordance with this Article):
 If to ABC: ABC

Attention: ……………..
]

If to CDE: BCD

Attention: ………………………………..

26.2 All notices given in accordance with Article 26.1 shall be deemed to have been served as
follows:

(a) if delivered by hand, at the time of delivery;

(b) if posted, at the expiration of ten (10) days after the envelope containing the same
was delivered into the custody of the postal authorities;

(c) if communicated by facsimile, on receipt of confirmation of successful

transmission.

ARTICLE 27 - GOVERNING LAW

This Agreement shall be governed by, interpreted and construed in accordance with the laws of
India.

ARTICLE 28- DISPUTE RESOLUTION

28.1 The Parties shall seek to resolve any dispute, controversy, claim or breach arising out of
or in relation to this Agreement including any dispute as to the existence or validity of
this Agreement, by amicable arrangement and compromise, and only if the Parties fail to
resolve the same by amicable arrangement and compromise within a period of sixty (60)
days of receipt of written notice of the same by the other Party, either Party may resort to
arbitration as provided for in Article 28.2 hereof.

28.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the
breach, termination or invalidity thereof, shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce by three arbitrators appointed in
accordance with the said Rules. Judgment upon the award rendered by the arbitrators may
be entered in any Court having jurisdiction thereof and shall be final and binding on the
Parties. The arbitrators shall have powers to award only such remedy as is contemplated
by this Agreement, including as appropriate, injunctive relief. The Parties renounce the
right to claim or receive, and they hereby specifically instruct the arbitrators not to award,
indirect, special, consequential or punitive damages, including any damages arising or
potentially arising from loss of time, loss of profits and loss of production.
28.3 The place of arbitration shall be London. The language of arbitration shall be English.

28.4 Arbitration shall not be deemed as a waiver of any right of termination under this
Agreement and the arbitration panel is not empowered to act or make any award other
than based solely on the rights and obligations of the Parties prior to and including such
termination.

28.5 The arbitration panel may not limit, expand or otherwise modify the terms of this
Agreement. The arbitration panel shall have the power to order specific performance of
this Agreement.

ARTICLE 29 - OPTION TO PURCHASE ADDITIONAL SHARES

29.1 CDE Option. Subject to the conditions set forth in this Article 29.1, on and from April 1,
2010, CDE shall have the option (the “CDE Option”), at any time and from time to time,
to increase its proportionate ownership of Shares by purchasing additional Shares in the
Company up to 100% of the subscribed and paid up share capital of the Company.

(a) On exercising of the CDE Option, the Company will be valued at the average
between the Net Assets Value of the Company (excluding that portion of Net
Assets Value attributable to the Non-Cendant Business (as defined in Section
30.1)) and 7X the last 12 month’s EBIT (excluding that portion of EBIT
attributable to the Non-Cendant Business).

(i) In order to exercise the CDE Option, CDE shall, within 10 business days
following the Financial Advisor’s determination of the Net Assets Value
and EBIT, provide written notice (the “CDE Exercise Notice”) to the
Company and to ABC, specifying the number of Shares with respect to
which it intends to exercise the CDE Option.

(ii) Within thirty (30) days of CDE’s delivery of the CDE Exercise Notice,
ABC shall provide CDE and the Company with written notice (the “ABC
Participation Notice”) specifying whether the Shares to be purchased by
CDE upon the exercise of the CDE Option shall be purchased from the
Company, or from ABC, either in whole or in part, at ABC’s discretion.

(iii) The closing of CDE’s purchase of Shares upon exercise of the CDE
Option (the “CDE Option Closing”) shall take place no earlier than sixty
(60) days following ABC’s delivery of the ABC Participation Notice and
receipt of governmental approval, unless otherwise agreed by the Parties.

(b) CDE shall have the option of paying the purchase price for any Shares it acquires
from the Company upon exercise of the CDE Option (i) in cash; (ii) by way of an
offset against CDE’s accrued, but unpaid, fees under any Ancillary Agreement; or
(iii) by any combination of the above. CDE shall provide the Company with written
notice no less than three (3) days prior to a CDE Option Closing of the manner in
which it will pay for the Shares it will acquire. The purchase price of any Shares
 CDE acquires from ABC upon exercise of the CDE Option shall be paid in cash to
the extent required by applicable law.

29.2 ABC Option. Subject to the conditions set forth in this Article 29.2, on and from April 1,
2010, ABC shall have the option (the “ABC Option”), at any time and from time to time,
to increase its proportionate ownership of shares by purchasing additional shares in the
Transferee (as defined in Article 30.1) up to 100% of the subscribed and paid up share
capital of the Transferee.

(a) On exercising of the ABC Option, the Transferee will be valued at the average
between the Net Assets Value of the Transferee (including only that portion of
Net Assets Value attributable to the Non-Cendant Business) and 7X the last 12
month’s EBIT (including only that portion of EBIT attributable to the Non-
Cendant Business).

(i) In order to exercise the ABC Option, ABC shall, within 10 business days
following the Financial Advisor’s determination of the Net Assets Value
and EBIT of the Transferee, provide written notice (the “ABC Exercise
Notice”) to the Transferee and to CDE, specifying the number of shares
with respect to which it intends to exercise the ABC Option.

(ii) Within thirty (30) days of ABC’s delivery of the ABC Exercise Notice,
CDE shall provide ABC and the Transferee with written notice (the “CDE
Participation Notice”) specifying whether the shares to be purchased by
ABC upon the exercise of the ABC Option shall be purchased from the
Transferee, or from CDE, either in whole or in part, at CDE’s discretion.

(iii) The closing of ABC’s purchase of shares upon exercise of the ABC
Option (the “ABC Option Closing”) shall take place no earlier than sixty
(60) days following CDE’s delivery of the CDE Participation Notice and
receipt of governmental approval, unless otherwise agreed by the Parties.

(b) ABC shall have the option of paying the purchase price for any shares it acquires
from the Transferee upon exercise of the ABC Option (i) in cash; (ii) by way of an
offset against ABC’s accrued, but unpaid, fees under any Ancillary Agreement; or
(iii) by any combination of the above. ABC shall provide the Transferee with written
notice no less than three (3) days prior to an ABC Option Closing of the manner in
which it will pay for the shares it will acquire. The purchase price of any shares
ABC acquires from CDE upon exercise of the ABC Option shall be paid in cash to
the extent required by applicable law.

ARTICLE 30- CARVE OUT

30.1 Subject to the conditions set forth in these Articles 30.1 and 30.2, at any time on or prior
to CDE Option Closing, the Parties shall, upon receipt of written notice from CDE that
CDE wishes to proceed with the carve out of the assets relating to the marketing,
development and sale of the Company’s products and services to Persons not affiliated
with CDE (the “Non-Cendant Business”), cooperate with each other and the Company
to effect the transfer of such assets to a company (which shall be incorporated by the
 Parties prior to such transfer, in which, subject to Article 30.2, 51% of the shareholding
shall be owned by CDE and 49% of the shareholding shall be owned by ABC) (the
“Transferee”), including, but not limited to, the following:

(a) for the period beginning on April 1, 2006, preparation of two income statements in
accordance with GAAP with respect to (i) the Company (excluding the Non-
Cendant Business) and (ii) the Non-Cendant Business, in each case subject to
approval by the Board;

(b) obtaining of consents to assignment of agreements with third parties involved in the
Non-Cendant Business, where such consent is required under the terms of such
agreements;

(c) sharing of certain equipment and services between the Transferee and the Company;

(d) transfer of certain employees, real property, equipment, bandwidth to the Transferee;
and

(e) any other actions deemed appropriate or necessary by the Board.

30.2 Upon the closing of the carveout specified in Article 30.1, the Parties shall enter into a
noncompetition agreement for a period of one year pursuant to which each Party will
agree that it and its Subsidiaries will not (a) solicit or hire the employees of the other
Party or its Subsidiaries and (b) solicit or induce customers of the other Party or its
Subsidiaries to transfer their patronage to another Person. Following CDE Option
Closing and the closing of the carveout specified in Article 30.1, CDE shall transfer 2%
of its shareholding in the Transferee to ABC for consideration of US$1.00.

30.3 The Parties shall effect, as soon as practicable following the execution of this Agreement,
the transfer to ABC Technologies Private Limited, a company incorporated in India
under the Act and a Subsidiary of ABC , of the Company’s assets relating to the
development and hosting of a ……………………………… and revenue management
system (RMS) for airline customers (collectively, the “CRS Products and Services”).
The Parties shall use best efforts to obtain third-party consents to the assignment to
IGTPL of the customer agreements with Deccan Aviation Private Limited and Air India
Limited. The Company shall not directly or indirectly (through any Subsidiary) market or
sell the CRS Products and Services. CDE shall initially be entitled to 51% of the profits
generated by the CRS Products and Services. Following CDE Option Closing and the
closing of the carveout specified in Article 30.1, CDE shall transfer 2% of its
shareholding in IGTPL to ABC for consideration of US$1.00.

ARTICLE 31 – DISTRIBUTIONS

31.1 Profits and Losses. For financial accounting and tax purposes, the Company’s net profits
or net losses shall be determined on an annual basis in accordance with generally
accepted accounting principles in India. In each year, profits and losses shall be allocated
51% to CDE and 49% to ABC.
31.2 Distributions. Profits of the Company, computed as per the relevant provisions of the
Act (“Profits”), shall be distributed to the Parties in accordance with the Act.. If at any
time, profits are distributed as dividends, Convertible Non Voting Shares shall be entitled
to 1.584 times the amount of dividend declared on voting Shares.

31.3 Amounts Withheld. The Company is authorized to withhold from payments and
distributions, or with respect to allocations to the Parties, and to pay over to any
Government, any amounts required to be so withheld pursuant to applicable law. All
amounts so withheld shall be treated as amounts paid or distributed, as the case may be,
to the Parties with respect to which such amount was withheld pursuant to this Article
31.3 for all purposes under this Agreement.

31.4 Allocation of Distributions. Amounts required to be distributed pursuant to Article 31.1

shall be calculated ratably and distributable in respect of Shares and Convertible
Preference Shares issued and outstanding at any time during the period for which such
distribution is to be made, and shall be paid to the owner of Shares and/or Convertible
Preference Shares outstanding on the date of such distribution; provided, however, that a
distribution made pursuant to this Article 31 shall only be made with respect to Shares
and Convertible Preference Shares that are outstanding on the date of such distribution.

ARTICLE 32- DISSOLUTION AND LIQUIDATION

32.1 Except as otherwise provided in the Act and without prejudice to any claim for any
antecedent breach, the Board may, by unanimous approval, dissolve the Company.

32.2 In the event of the Board approving the dissolution of the Company, it shall be the
responsibility of the Board to formulate liquidation procedure of the Company in
accordance with the Act or any other law for the time being in force and as amended
from time to time.
IN WITNESS WHEREOF, the Parties by their duly authorised representatives have executed
this Agreement in counterparts on the day first above written.

ABC.

By :

Name :
Title:

Date:

Witness:

IN WITNESS WHEREOF, the Parties by their duly authorised representatives have executed
this Agreement in counterparts on the day first above written.

BCD

By :

Name :
Title :

Date:

Witness:

Annexure 11.1(g)
Annexure 11.1(h)
Annexure 11.1(m)(i)
Annexure 11.1(m)(ii)
Annexure 11.1(m)(iii)
Annexure 11.1(m)(iv)
Annexure 11.1(m)(v)
Annexure 11.1(n)
Annexure 11.1(p)(i)
Annexure 11.1(p)(vi)
Annexure 11.1(s)