Exhibit A AMENDED AND RESTATED AGREEMENT OF FILING OF SCHEDULE 13G The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on...Ness Technologies Inc • November 22nd, 2005 • Services-computer programming services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G 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 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 the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 4th, 2004 • Ness Technologies Inc • Services-computer programming services • Delaware
This Director and Officer Indemnification Agreement, dated as of , 2004 (this “Agreement”), is made by and between Ness Technologies, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
Exhibit 4.2 NESS TECHNOLOGIES, INC. OPTION AGREEMENT Made this [date]Option Agreement • August 13th, 2007 • Ness Technologies Inc • Services-computer programming services
WHEREAS, the Company's stockholders adopted, at its annual meeting on June 13, 2007, the 2007 Stock Option Plan (the "2007 Plan") attached hereto as Exhibit A and forming an integral part hereof; and
AGREEMENT AND PLAN OF MERGER among JERSEY HOLDING CORPORATION, JERSEY ACQUISITION CORPORATION and NESS TECHNOLOGIES, INC. Dated as of June 10, 2011Agreement and Plan of Merger • June 10th, 2011 • Ness Technologies Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 10, 2011 (the "Agreement"), among Jersey Holding Corporation, a Delaware corporation ("Parent"), Jersey Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), and Ness Technologies, Inc., a Delaware corporation (the "Company").
PARENT VOTING AGREEMENTParent Voting Agreement • September 27th, 2000 • Ness Technologies Inc • Services-prepackaged software • New York
] Shares NESS TECHNOLOGIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2004 • Ness Technologies Inc • Services-computer programming services • New York
EXHIBIT 1Merger Agreement • September 27th, 2000 • Ness Technologies Inc • Services-prepackaged software • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2007 • Ness Technologies Inc • Services-computer programming services
WHEREAS, the Company desires to employ the Executive as Chief Financial Officer (“CFO”) of the Company and the Executive is willing to commit himself to be employed by the Company directly or through Ness USA Inc. or other subsidiary; and
Special Personal Work Agreement For Senior Staff at ATLSpecial 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.
LOAN AGREEMENT between BANK HAPOALIM B.M. and NESSTECH ADVANCED TECHNOLOGIES (1999) LTD. dated JULY 29, 1999Loan 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.
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2010 • Ness Technologies Inc • Services-computer programming services
WHEREAS, the Company desires to employ the Executive, and the Executive is willing to commit himself to be employed by the Company; and
Termination of Employment AgreementTermination of Employment Agreement • March 17th, 2008 • Ness Technologies Inc • Services-computer programming services
WHEREAS the Manager was employed by the Company pursuant to the terms of an Employment Agreement dated April 21, 2005 (hereinafter, the “Employment Agreement”); and
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Ness Technologies Inc • Services-computer programming services
WHEREAS, the Parties have previously entered into an Employment Agreement dated as of April 1, 2006(the “ Employment Agreement”), setting forth the terms and conditions of the employment relationship of the Executive with the Company;
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 4th, 2004 • Ness Technologies Inc • Services-computer programming services • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 6th day of July, 2004 by and between Ness Technologies, Inc. (“Company”) and Gartner, Inc. (“Gartner”).
Exhibit 99.1 Continuation Sheet ------------------ (1) The stockholders are Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership, including two affiliated partnerships ("WPEP"), Warburg, Pincus Ventures International, L.P., a Bermuda...Ness Technologies Inc • November 22nd, 2005 • Services-computer programming services
NESS TECHNOLOGIES INC. OPTION AND RESTRICTED STOCK UNIT AGREEMENT [Date]Option and Restricted Stock Unit Agreement • January 20th, 2009 • Ness Technologies Inc • Services-computer programming services
WHEREAS, the Company’s stockholders adopted, at its annual meeting on June 13, 2007, the 2007 Stock Option Plan and, at its annual meeting on June 16, 2008 adopted amendments to such plan, including renaming it the Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”) attached hereto as Exhibit A and forming an integral part hereof; and
Termination Agreement Made on April 20, 2005 Between Ness Technologies Inc. (“the Company”) And Yaron Garmazi (“the Executive”)Termination Agreement • May 16th, 2005 • Ness Technologies Inc • Services-computer programming services
ADDENDUM TO EMPLOYMENT AGREEMENT (“ADDENDUM”)Employment Agreement • March 15th, 2006 • Ness Technologies Inc • Services-computer programming services
This document shall serve as an addendum to the December 1, 1999 Employment Agreement between Ness USA, Inc. f/k/a Ness Global Services, Inc. or Apar Infotech Corporation (the “Company”) and Shashank Samant (“Employee”). In consideration of Employee’s continued at-will employment pursuant to and subject to the terms of the above-referenced Employment Agreement, Employee agrees that the terms of his employment will change as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2010 • Ness Technologies Inc • Services-computer programming services
WHEREAS, the Parties have previously entered into an Employment Agreement dated as of March 11, 2010 (the “Employment Agreement”), setting forth the terms and conditions of the employment relationship of the Executive with the Company;
AgreementAgreement • 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;
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2006 • Ness Technologies Inc • Services-computer programming services
STOCK PURCHASE AGREEMENTCounterpart Stock Purchase Agreement • October 3rd, 2008 • Ness Technologies Inc • Services-computer programming services
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made the 30 day of July 2008, by and among NESS Czech s.r.o., a Czech limited liability company with its registered seat at Praha 4, V Parku 2335/20, PSČ 14800, ID No. 45786259, registered at the Company Register maintained with the Municipal Court in Prague, Section C, Insert No. 17113 (the “Purchaser”), and Mr. Pavel Šťovíček, birth No. 730722/0514, residing at Praha 4, Kunratice, Velké Kunratice 1406/26 (the "Seller 1"); Mr. Michal Hanus, birth No. 710722/0197, residing at Praha 9, Újezd nad Lesy, Ochozská 2177 (the "Seller 2"); Mr. Pavel Endrle, birth No. 710521/0508, residing at Praha 10, Vršovice, Bělocerkevská 633/8 (the "Seller 3"); and Mr. David Dvořák, birth No. 710317/0217, residing at Praha 4, Nusle, V Zálomu 1271/11 (the "Seller 4"), all being the shareholders of Logos a.s., a Czech joint stock company with its registered office at Vyskočilova 1481/4, 140 00 Praha 4, ID No. 489 53 121, registered at the Company Register ma
Personal Employment AgreementPersonal employment Agreement • August 12th, 2005 • Ness Technologies Inc • Services-computer programming services
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2006 • Ness Technologies Inc • Services-computer programming services
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”),
ContractRegistration 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2005 • Ness Technologies Inc • Services-computer programming services • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 8th day of March, 2005 by and between Ness Technologies, Inc. (“Company”) and Gartner, Inc. (“Gartner”).
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2004 • Ness Technologies Inc • Services-computer programming services
TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2004 • Ness Technologies Inc • Services-computer programming services • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of September 2, 2004, amends that certain Second Amended and Restated Registration Rights Agreement dated as of June 30, 2003 (the “Agreement”) among the Investors listed on Schedule I thereto and Ness Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2006 • Ness Technologies Inc • Services-computer programming services
WHEREAS, the Parties have previously entered into an Employment Agreement dated as of April 21, 2005 (the “Employment Agreement”), setting forth the terms and conditions of the employment relationship of the Executive with the Company;
AN EMPLOYMENT AGREEMENT made and signed in Tel Aviv on the 1st day of the month of April in the year 2001 betweenEmployment Agreement • May 16th, 2005 • Ness Technologies Inc • Services-computer programming services
AND WHEREAS: The Employee is already employed by the Company and the Company is interested in anchoring the terms of the Employee’s employment in this deed, all being subject to that stated below in this Agreement;
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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 7th, 2004 • Ness Technologies Inc • Services-computer programming services • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 22nd day of August, 2004 by and between Ness Technologies, Inc. (“Company”) and Gartner, Inc. (“Gartner”).
