EXHIBIT 10.1
AMENDMENT NO. 1 TO
COMMON STOCK PURCHASE AGREEMENT
This Amendment No. 1 to the Common Stock Purchase Agreement (this
"AMENDMENT") is dated as of March 9, 2005 by and among Intelligroup, Inc., a New
Jersey corporation (the "COMPANY"), and each purchaser identified on the
signature page hereto (each a "PURCHASER" and collectively, the "PURCHASERS").
WHEREAS, subject to the terms and conditions set forth in this
Amendment, the Company and the Purchasers desire to amend certain provisions of
that Common Stock Purchase Agreement entered into by the parties on or about 29
September 2004 (the "Agreement").
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Amendment, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree
that the following sections of the Agreement shall be amended and/or waived as
follows:
1.0. The definition of "Effective Date" as set forth in Section 1.1
Definitions of the Agreement shall be deleted in its entirety and be replaced
with the following:
"EFFECTIVE DATE" means the date that the Registration Statement is
first declared effective by the Commission.
2.0. The definition of "Required Effectiveness Date" as set forth in
Section 1.1 Definitions of the Agreement shall be deleted in its entirety.
3.0. Section 6.1 Registration, shall be amended as follows:
6.1 REGISTRATION.
(a) As promptly as reasonably practical, the Company shall
prepare and file with the Commission a Registration Statement covering
the resale of all Registrable Securities for an offering to be made on
a continuous basis pursuant to Rule 415. The Registration Statement
shall be on Form S-3 (except if the Company is not then eligible to
register for resale the Registrable Securities on Form S-3, in which
case such registration shall be on Form S-1 or another appropriate form
in accordance herewith as the Purchaser may consent) and shall contain
(except if otherwise directed by the Purchaser) the "Plan of
Distribution" attached hereto as Exhibit B. The Company and Purchasers
acknowledge that, at the time of this Amendment, the Company is in the
process of re-auditing certain financial statements which may impact
the filing of the Registration Statement and that, therefore, the
Company may not be in a position to file any such Registration
Statement until following the re-audit of such financials and the
filing of the related reports under the Exchange Act.
(b) The Company shall use its best efforts to cause the
Registration Statement to be declared effective by the Commission as
promptly as possible after the filing thereof and shall use its best
efforts to keep the Registration Statement continuously effective under
the Securities Act until such time as all Shares can be sold under Rule
144 in any consecutive 180-day period or such earlier date when all
Registrable Securities covered by such Registration Statement have been
sold (the "Effectiveness Period").
(c) The Company shall notify Purchaser in writing promptly
(and in any event within one Trading Day) after receiving notification
from the Commission that the Registration Statement has been declared
effective.
(d) This Section has been deleted in its entirety and is no
longer applicable.
(e) This Section shall continue in the form set forth in the
Agreement.
(f) This Section shall continue in the form set forth in the
Agreement.
4.0. Section 4.2. The covenant relating to the timely filing of reports
by the Company as required by the Exchange Act shall be waived in its entirety.
5.0. All other provisions of the Agreement shall remain in full force
and effect.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized signatories as of the date first
indicated above.
INTELLIGROUP, INC.
By: /s/ Arjun Xxxxxxx
---------------------
Name: Arjun Xxxxxxx
Title: Chief Executive Officer
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR PURCHASERS FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized signatories as of the date first
indicated above.
SB ASIA INFRASTRUCTURE FUND, L.P.
By: /s/ Xxxx Xxxxxxxxxx
------------------------
Name: Xxxx Xxxxxxxxxx
Title: Director
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized signatories as of the date first
indicated above.
VENTURE TECH ASSETS LTD.
By: /s/ Xxxxxxx Xxxxx
---------------------
Name: Xxxxxxx Xxxxx
Title: Director
