Patni Computer Systems LTD Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of _________________, 2005 DEPOSIT AGREEMENT
Deposit Agreement • November 18th, 2005 • Patni Computer Systems LTD • New York

DEPOSIT AGREEMENT dated as of _______________, 2005, among PATNI COMPUTER SYSTEMS LIMITED, incorporated under the laws of India (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.

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Contract
Share Purchase Agreement • April 1st, 2011 • Patni Computer Systems LTD • Services-computer programming services

January 10, 2011 General Atlantic Mauritius Limited (as Seller) AND Pan-Asia iGATE Solutions (as Purchaser) SHARE PURCHASE AGREEMENT

January 10, 2011 Mr. Gajendra Kumar Patni and Persons Listed in Schedule 3 (as Seller Group 1) Mr. Ashok Kumar Patni and Persons Listed in Schedule 3 (as Seller Group 2) Mr. Narendra Kumar Patni and Persons Listed in Schedule 3 (as Seller Group 3) AND...
Share Purchase Agreement • April 1st, 2011 • Patni Computer Systems LTD • Services-computer programming services

Seller Group 1, Seller Group 2 and Seller Group 3 are hereinafter, unless repugnant to the context or meaning thereof, collectively referred to as the “Sellers” and individually as a “Seller”. The Purchaser and the Sellers are hereinafter, unless repugnant to the context or meaning thereof, collectively referred to as the “Parties” and individually as a “Party”.

Contract
Securities Purchase Agreement • April 1st, 2011 • Patni Computer Systems LTD • Services-computer programming services

January 10, 2011 General Atlantic Mauritius Limited (as Seller) AND Pan-Asia iGATE Solutions (as Purchaser) SECURITIES PURCHASE AGREEMENT

REGISTRATION RIGHTS AGREEMENT by and among PATNI COMPUTER SYSTEMS LIMITED GENERAL ATLANTIC MAURITIUS LIMITED and THE OTHER PARTIES NAMED HEREIN
Registration Rights Agreement • November 17th, 2005 • Patni Computer Systems LTD • New York

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

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • July 20th, 2007 • Patni Computer Systems LTD • Services-computer programming services

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G with respect to the Equity Shares of Patni Computer Systems Limited is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities, except to the extent that it knows or has reason to believe that such information is inaccurate.

Contract
Share Purchase Agreement • April 1st, 2011 • Patni Computer Systems LTD • Services-computer programming services

Pan-Asia iGATE Solutions C/o International Financial Services Limited IFS Court, TwentyEight, Cybercity Ebene, Mauritius iGATE Global Solutions Limited 158-162 & 165-170, Epipphase II Whitefield, Bangalore Karnataka – 560 066, India

Underwriting Agreement
Underwriting Agreement • December 6th, 2005 • Patni Computer Systems LTD • Services-computer programming services • New York

Goldman Sachs (Asia) L.L.C. Merrill Lynch, Pierce, Fenner & Smith Incorporated ABN AMRO Rothschild LLC As representatives ("Representatives") of the several Underwriters named in Schedule I hereto, 68/F Cheung Kong Center 2 Queen's Road Central Hong Kong

EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • September 14th, 2006 • Patni Computer Systems LTD • Services-computer programming services

THIS EMPLOYEE STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into this day of , 200 , by and between Patni Computer Systems Limited, a company incorporated under the Companies Act, 1956, and having its registered office at S-1A, Irani Market Compound, Yerawada, Pune-411 006 (hereinafter referred to as the “Company”), And Indian / inhabitant, residing at (hereinafter referred to as the “Option Grantee”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 17th, 2005 • Patni Computer Systems LTD • Massachusetts

STOCK PURCHASE AGREEMENT, dated as of October 11, 2004 (the “Agreement”), by and among (i) Patni Computer Systems Inc., a Massachusetts corporation (“Buyer”), (ii) Cymbal Corporation, a California corporation (the “Company”) and (iii) the stockholders of the Company listed on the signature pages hereto (the “Stockholders”, the Stockholders and the Company are referred to herein as the “Sellers”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 17th, 2005 • Patni Computer Systems LTD • Massachusetts

This Employment Agreement is entered into as of the 1st day of December, 2000, which date is of even date with the Closing Date of a Stock Purchase Agreement between Data Conversion Inc. and Patni Computer Systems Limited for the acquisition of 25% of the shares of Data Conversion Inc., by and between Data Conversion Inc., a Company organized under the laws of the Commonwealth of Massachusetts with its principal place of business at 238 Main Street, Cambridge, Massachusetts 02142 (Company) and Narendra K. Patni of 100 Memorial Drive, Cambridge, Massachusetts 02142 (Employee).

LEASE DEED
Lease Deed • November 17th, 2005 • Patni Computer Systems LTD

MEMORANDUM OF LEASE DEED entered into at Chennai on this 30th day of September 2004 BETWEEN State Industries Promotion Corporation of Tamilnadu Limited (SIPCOT), a company registered under the Companies Act, 1956 and having its Registered Office at No. 19-A, Rukmani Lakshmipathy Road, Chennai-600 008 represented by Thiru P. Kuppusamy son of Thiru C. Palani, Project Manager, SIPCOT Information Technology Park, Siruseri. And hereinafter referred to as the Party of the First Part, which term shall, unless the context otherwise requires mean and include its representatives, administrators, successors and assigns on the one part AND Messers. Patni Computer Systems Ltd. having their Registered Office at S-1 A Irani Market Compound, Yerawada, Pune PIN 411 006 Represented by their General Manager E. Rajendran, Son of Late Thiru R. Rajan Menon, hereinafter referred to as the Party of the Second Part, which term shall, unless the context otherwise requires, mean and include their representatives

CONSULTANCY AGREEMENT
Consultancy Agreement • November 17th, 2005 • Patni Computer Systems LTD

THIS AGREEMENT is made on this 24th day of October 2000, (which date is the Completion Date as defined in the Share Purchase Agreement between GE Capital Mauritius Equity Investment, Selling Shareholders and Patni Computer Systems Limited) by and between :

INFORMATION TECHNOLOGY SERVICES AGREEMENT
Information Technology Services Agreement • March 5th, 2008 • Patni Computer Systems LTD • Services-computer programming services • New York

deemed necessary or desirable by the Company, you agree to execute any documents provided by the Company to convey or perfect ownership in any such Development in the Company or its designee, including an assignment in the form attached to this agreement or as otherwise provided. You agree to cooperate with the Company, at the Company’s expense, in obtaining, maintaining or sustaining patents or other intellectual property protection anywhere in the world with respect to any such Developments. Should any such Developments be the result of combined efforts with, or the invention of, any person or persons, other than yourself, you will so inform the Company of this at the time you notify the Company of the Development. Your obligations under this letter will survive any termination of your agreement with the Company and any expiration or termination of any Task Order or other agreement with the Company under which you are performing services.

INFORMATION TECHNOLOGY SERVICES AGREEMENT
Information Technology Services Agreement • November 17th, 2005 • Patni Computer Systems LTD • New York

General Electric International, Inc., a Delaware corporation (the “Company”) with its head office at Two Corporate Drive, Shelton, CT.

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