0001047469-04-021771 Sample Contracts

Special Personal Work Agreement For Senior Staff at ATL
Special Personal Work Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services

It is agreed between the parties that the terms of the employing the employee are on the basis of five working days per week (a total of 9.0 hours per day - 43 hours per week) and that these terms, as set out in this agreement below, were determined by the Board of Directors of ATL and can be changed only with the approval and consent of the employee.

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LOAN AGREEMENT between BANK HAPOALIM B.M. and NESSTECH ADVANCED TECHNOLOGIES (1999) LTD. dated JULY 29, 1999
Loan Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services

Whereas the Borrower has requested the Bank to grant it a loan in a total sum equivalent to $ 31,500,000 ( Thirty One Million and Five Hundred Thousand Dollars) according to the terms and conditions of this Agreement in order to participate in financing the acquisition of 87.4% of the outstanding share capital of the Company comprising 60% of the credit which will be borrowed by the Borrower other than the capital contribution stated in Clause 12 (d) below.

Agreement
Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services

And whereas: the company wishes to continue to employee the services of the employee in the position of CEO (hereafter - “the job”), in accordance with the terms of this agreement, in order to establish the company as a leading force in the industry and to increase its activity;

CONTRACT OF EMPLOYMENT (Secondment)
Contract of Employment • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services

NESS Technologies Inc, a Delaware corporation having offices at Hackensack 3 University Plaza Suite 600 Hackensack, New Jersey 07601 USA represented herein by Mr. Raviv Zoller, President and CEO and Mr. Shai Onn, President – European Operations, (“Employer”),

Contract
Registration Rights Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services • New York

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of June 30, 2003, among the investors listed on Schedule I hereto (the “Investors”) and Ness Technologies, Inc., a Delaware corporation (the “Company”).

AMENDMENT OF EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services
EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services
REGISTRATION RIGHTS AGREEMENT dated as of May 13, 1999 between NESS TECHNOLOGIES, INC. AND VELSTON PTE. LTD.
Registration Rights Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of May 13, 1999, between NESS TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and VELSTON PTE. LTD., a Singapore corporation. The Company has agreed to provide registration rights with respect to the Registrable Securities (as hereinafter defined) on the terms set forth in this Agreement.

REGISTRATION RIGHTS AGREEMENT dated as of March 26, 1999 among NESS TECHNOLOGIES, INC. AND THE PERSONS IDENTIFIED ON SCHEDULE I HERETO
Registration Rights Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 1999, among NESS TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and the Persons identified on Schedule I hereto (the “Stockholders”). The Company has agreed to provide registration rights with respect to the Registrable Securities (as hereinafter defined) on the terms set forth in this Agreement.

Addendum to the Personal Work Agreement
Personal Work Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services

Whereas on December 12, 1995, a special personal work agreement was signed between ATL and the employee (hereafter: “the Agreement”);

Addendum to the Personal Work Agreement
Personal Work Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services

Whereas on December 12, 1995, a special personal work agreement was signed between ATL and the employee (hereafter: “the Agreement”)

MERGER AGREEMENT dated as of May 12, 2003 by and among NESS TECHNOLOGIES, INC., NESS ACQUISITION CORP., APAR HOLDING CORP., WARBURG, PINCUS EQUITY PARTNERS, L.P., WARBURG, PINCUS VENTURES INTERNATIONAL, L.P., WARBURG, PINCUS NETHERLANDS EQUITY...
Merger Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services • Delaware

THIS MERGER AGREEMENT (this “Agreement”), dated as of May 12, 2003, is by and among Ness Technologies, Inc., a Delaware corporation (“Parent”), Ness Acquisition Corp., a Pennsylvania corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Apar Holding Corp., a Pennsylvania corporation (the “Company”), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”), Warburg, Pincus Ventures International, L.P., a Bermuda limited partnership (“WPVI”), Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership (“WPNEPI”), Warburg, Pincus Netherlands Equity Partners II, C.V., a Netherlands limited partnership (“WPNEPII”), Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (“WPNEPIII” and together with WPEP, WPVI, WPNEPI and WPNEPII, the “Warburg Holders”), Apar Investments (Singapore) Private Ltd., a Singapore company (“Apar Investments”), and Rajeev Srivastava (“Srivastava” and together with the W

EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services

WHEREAS, the Company desires to employ the Executive as the CFO of the Company and the Executive is willing to commit himself to be employed by the Company; and

Employment Agreement Addendum
Employment Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services
STOCK PURCHASE AGREEMENT by and among the Shareholders of APP Group CEE B.V. listed herein and Ness Technologies, Inc. Dated as of August 30, 2002
Stock Purchase Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 30, 2002, is by and among the APP Holders (as defined below) and Ness Technologies, Inc., a Delaware corporation (“Ness”).

Transition Agreement and Continuity of Rights
Transition Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services
Addendum to the Personal Work Agreement
Personal Work Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services

Whereas on December 12, 1995, a special personal work agreement was signed between ATL and the employee (hereafter: “the Agreement”)

Addendum to the Personal Work Agreement
Personal Work Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services

Whereas on December 12, 1995, a special personal work agreement was signed between ATL and the employee (hereafter: “the Agreement”);

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