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EXHIBIT 10.24
AGREEMENT OF WAIVER AND CONSENT
This Agreement of Waiver and Consent (the "Agreement") is made as of
June 6, 1997, by and among Intelligroup, Inc., a New Jersey corporation (the
"Company" or "Intelligroup"). Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx and Xxxxxxxx
Xxxxxxxxxxxx (collectively, the "Shareholders"), and Summit Ventures IV, L.P.
and Summit Investors III, L.P. (collectively, "Summit").
WHEREAS, Intelligroup, the Shareholders and Summit are parties to that
certain Registration Rights Agreement dated as of April 10, 1996 (the
"Registration Rights Agreement"); and
WHEREAS, the Board of Directors of Intelligroup has approved a proposed
public offering of the Common Stock of Intelligroup (the "Offering"), in which
the Company proposes to issue and sell up to 1,150,000 shares of its authorized
but unissued Common Stock; and
WHEREAS, as a condition precedent to the consummation of the Offering,
certain waivers and amendments are necessary to the Registration Rights
Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. WAIVER OF CERTAIN REGISTRATION RIGHTS.
Effective upon the date hereof, Summit hereby agrees to waive any and
all registration rights which they may have as to the Offering.
2. TERMINATION UPON CANCELLATION OF OFFERING; REVERSION.
In the event (i) the Company does not consummate the Offering by
August 31, 1997, (ii) the Offering is not consummated within ten days of its
effectiveness or (iii) upon an earlier determination by the Company to
terminate the Offering, this Agreement shall be terminated and deemed to be of
no further force and effect.
3. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.
4. BINDING EFFECT; SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors and assigns,
including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of any
of the parties.
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5. NOTICE.
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given (i) if delivered
by hand and receipt made therefor by the party addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with
postage prepaid to the addresses shown below, on the third business day after
the date postmarked.
If to the Company:
Intelligroup, Inc.
000 Xxxxx Xxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Copy to:
Xxxxxxxx Ingersoll
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
If to Summit:
Summit Partners
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Copy to:
Xxxxxxxx, Xxxxxxx & Xxxxxxx, A Professional Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
6. SEVERABILITY.
The provisions of this Agreement shall be severable in the event that
any of the provisions hereof (including any provision within a single section,
paragraph or sentence) are held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, and the remaining provisions shall
remain enforceable to the fullest extent permitted by law. Furthermore, to the
fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
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7. AMENDMENT.
No amendment, modification, termination or cancellation of this
Agreement shall be effective unless it is in writing signed by all of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
8. INTEGRATION AND ENTIRE AGREEMENT.
Except as provided in this Agreement, the Registration Rights Agreement
and documents and agreements contemplated thereby and all of their respective
terms and provisions, as amended by (i) that certain Agreement of Waiver and
Consent dated June 4, 1996, and (ii) that certain Amendment No. 1 to Agreement
of Waiver and Consent dated July 12, 1996, remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
INTELLIGROUP, INC.
By: /s/
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Xxxxx Xxxxxx
President and Chief Executive Officer
SUMMIT VENTURES IV, L.P.
By: SUMMIT PARTNERS IV, L.P.
Its General Partner
By: Stamps, Xxxxxxx & Co., IV,
Its General Partner
By: /s/
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Its General Partner
SUMMIT INVESTORS III, L.P.
By: /s/
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Authorized Signatory
INDIVIDUALS
/s/
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Xxxxx Xxxxxx
/s/
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Xxxxxxxx Xxxxxx
/s/
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Xxxxxxxx Xxxxxxxxxxxx
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