TERMINATION AGREEMENT
Exhibit
(e)(22)
This TERMINATION AGREEMENT (this “Agreement”)
is made this 14th day of June, 2010, by and among
Intelligroup, Inc., a New Jersey corporation (the
“Company”), SB Asia Infrastructure
Fund L.P., a Cayman Islands limited partnership
(“SB Asia”), and Venture Tech Assets Ltd., a
corporation organized under the Laws of the British Virgin
Islands (“Venture Tech” and, together with the
Company and SB Asia, the “Parties” and each a
“Party”).
WHEREAS, the Parties have entered into that certain Common Stock
Purchase Agreement dated as of September 24, 2004 (the
“2004 Purchase Agreement”) and that certain
Common Stock Purchase Agreement dated as of March 30, 2006
(together with the 2004 Purchase Agreement, the
“Purchase Agreements”), pursuant to which SB
Asia and Venture Tech purchased shares of Company Common Stock
and were granted certain rights with respect to, among other
things, the purchase of additional shares of Company Common
Stock and the appointment of members to the Company
Board; and
WHEREAS, the Company, NTT Data Corporation, a corporation
organized under the Laws of Japan, and Mobius Subsidiary
Corporation, a New Jersey corporation
(“Purchaser”), propose to enter into,
simultaneously herewith, an Agreement and Plan of Merger (the
“Merger Agreement”), which provides, upon the
terms and subject to the conditions thereof, for Purchaser to
commence a cash tender offer for all of the issued and
outstanding shares of Company Common Stock and the subsequent
merger of Purchaser with and into the Company.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
1. Termination of the Purchase Agreements. Effective
as of the Acceptance Date, the Purchase Agreements are hereby
terminated and cancelled in each and every respect and are of no
further force or effect and all past, present and future rights,
interests, duties, claims and obligations of each of the Parties
under the Purchase Agreements are hereby terminated, released
and discharged.
2. Certain Definitions. For the purposes of this
Agreement, capitalized terms used and not otherwise defined in
this Agreement shall have the respective meanings ascribed to
them in the Merger Agreement.
3. Termination. This Agreement and the obligations
of the Parties shall terminate automatically without notice and
without any further action by any Person upon the termination of
the Merger Agreement in accordance with its terms.
4. Entire Understanding; No Third Party
Beneficiaries. This Agreement (i) constitutes the
entire agreement, and supersedes all prior agreements and
understandings, both written and oral, among the Parties with
respect to the subject matter hereof and (ii) is not
intended to confer upon any Person other than the Parties any
rights or remedies.
5. Successors and Assigns. This Agreement will be
binding upon, inure to the benefit of and be enforceable by, the
Parties and their respective successors and permitted assigns.
6. Counterparts; Electronic Transmission. This
Agreement may be executed in one or more counterparts, each of
which will be deemed to constitute an original, and transmission
of a duly executed counterpart hereof by electronic means will
be deemed to constitute delivery of an executed original manual
counterpart hereof.
7. Governing Law. This Agreement and all disputes
between the Parties arising out of or relating to this Agreement
or the facts and circumstances leading to its execution and
delivery, whether in contract, tort or otherwise, will be
governed by and construed in accordance with the Laws of the
State of New Jersey, without giving effect to conflicts of laws
principles that would result in the application of the Law of
any other State.
[Signature
Pages Immediately Follow.]
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each Party as of the date first above written.
INTELLIGROUP, INC.
| By: |
/s/ Xxxxxx
Xxxxxx
|
Name: Xxxxxx Xxxxxx
| Title: | Chief Executive Officer |
SB ASIA INFRASTRUCTURE FUND L.P.
SB ASIA PARTNERS L.P., its general partner
SB ASIA INVESTMENTS LIMITED, its general partner
SB ASIA PARTNERS L.P., its general partner
SB ASIA INVESTMENTS LIMITED, its general partner
| By: |
/s/ Xxxxxx
Xxx
|
Name: Xxxxxx Xxx
| Title: | Authorized Signatory |
VENTURE TECH ASSETS LTD.
| By: |
/s/ Sandeeep
Reddy
|
Name: Xxxxxxx Xxxxx
| Title: | Director |
Signature
Page to the Termination Agreement
