Contribution Agreement - Intelligroup Inc. and SeraNova Inc.
CONTRIBUTION AGREEMENT
This Contribution Agreement (this "AGREEMENT") is entered into as of
January 1, 2000 by and between Intelligroup, Inc., a New Jersey corporation
("INTELLIGROUP"), and SeraNova, Inc., a New Jersey corporation ("SERANOVA").
BACKGROUND
WHEREAS, on September 9, 1999, Intelligroup formed SeraNova (formerly known
as Infinient, Inc.), for the purpose of operating independently a business which
provides strategic Internet consulting services, interactive Internet solutions,
application management services and management consulting services then
conducted by Intelligroup, Azimuth, NetPub and Intelligroup India Private
Limited as part of their respective business operations (the "SERANOVA
BUSINESS");
WHEREAS, the Board of Directors of Intelligroup has determined that it is
in the best interests of Intelligroup and its shareholders to separate the
SeraNova Business from the Intelligroup Group;
WHEREAS, to implement such separation, Intelligroup desires to contribute
and transfer, and SeraNova desires to accept and assume, certain of the assets
and certain of the liabilities of Intelligroup that are necessary to enable
SeraNova to conduct the SeraNova Business (the "CONTRIBUTION"), as more fully
described in this Agreement and the Ancillary Agreements;
WHEREAS in consideration for the Contribution, Intelligroup shall receive
an aggregate of nine hundred (900) shares of the common stock, $.01 par value
per share, of SeraNova.
WHEREAS the parties desire to set forth the principal transactions required
to effect the separation of SeraNova from Intelligroup and to govern the
relationship of SeraNova and Intelligroup following the Contribution.
NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms shall
-----------
have the following meanings:
1.1 "ACTION" means any demand, action, suit, countersuit, arbitration,
inquiry, proceeding or investigation by or before any federal, state, local,
foreign or international Governmental Authority or any arbitration or mediation
tribunal.
1.2 "AFFILIATE" of any Person means any Person that controls, is
controlled by, or is under common control with such Person, where control means
the possession, directly or indirectly of the power to direct or cause the
direction of the
<PAGE>
management and policies of such entity whether through ownership of voting
securities or other interests, by contract or otherwise.
1.3 "ANCILLARY AGREEMENTS" means the agreements set forth on EXHIBIT A
---------
hereto.
1.4 "ASSETS" means assets, property and rights (including goodwill),
wherever located (including in the possession of vendors or other third
parties), whether real, personal or fixed, tangible, intangible or contingent,
in each case whether or not recorded or reflected or required to be recorded or
reflected on the books and records or financial statements of any Person.
1.5 "AZIMUTH" means Azimuth Consulting Limited, a corporation formed
pursuant to the laws of New Zealand and a wholly-owned subsidiary of
Intelligroup, Azimuth Corporation Limited, a corporation formed pursuant to the
laws of New Zealand and a wholly-owned subsidiary of Intelligroup, Azimuth
Holdings Limited, a corporation formed pursuant to the laws of New Zealand and a
wholly-owned subsidiary of Intelligroup, Braithwaite Richmond Limited, a
corporation formed pursuant to the laws of New Zealand and a wholly-owned
subsidiary of Intelligroup, and each Subsidiary of Azimuth.
1.6 "CLOSING DATE" means the date of the Contribution.
1.7 "CONTRACT" means any written or oral contract, agreement,
commitment, lease, license, consulting agreement, supply contract, repair
contract, distribution agreement, purchase order, technology and know-how
agreement, instrument, or any other contractual commitment that is binding on
any Person or its property.
1.8 "DELAYED TRANSFER ASSETS" means any SeraNova Assets that are
expressly enumerated in this Agreement or any Ancillary Agreement to be
transferred after the Closing Date.
1.9 "ENVIRONMENTAL LAW" means any federal, state, local, foreign or
international law (including tort and environmental nuisance law), regulation,
license, permit, order, judgment or agreement with any Governmental Authority
relating to health, safety, pollution or the environment or to emissions,
discharges or releases of any substance currently or hereafter designated as
hazardous, toxic, waste, radioactive or dangerous.
1.10 "ENVIRONMENTAL LIABILITIES" means all Liabilities relating to,
arising out of or resulting from any Environmental Law or contract or agreement
relating to environmental, health or safety matters.
1.11 "GAAP" means generally accepted accounting principles in effect in
the United States consistently applied throughout the periods involved.
-2-
<PAGE>
1.12 "GOVERNMENTAL AUTHORITY" means any federal, state, local, foreign
or international court, government, commission, board, bureau, agency, official
or other regulatory, administrative or governmental authority.
1.13 "GROUP" means either the SeraNova Group or the Intelligroup Group,
as applicable.
1.14 "INFORMATION" means information, whether or not patentable or
copyrightable, in written, oral, electronic or other tangible or intangible
forms, stored in any medium, including studies, reports, records, books,
contracts, instruments, surveys, discoveries, ideas, concepts, know-how,
techniques, designs, specifications, drawings, blueprints, diagrams, models,
prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes,
computer programs, software, marketing plans, customer names, communication by
or to attorneys (including attorney-client privileged communications), memos and
other materials prepared by attorneys or under their direction (including
attorney work product) and other technical, financial, employee or business
information or data.
1.15 "INTELLIGROUP GROUP" means, collectively, Intelligroup, and each
Subsidiary of Intelligroup and each other Person that is controlled directly or
indirectly by Intelligroup immediately after the Closing Date; provided,
--------
however, that the Intelligroup Group shall not include SeraNova, Azimuth,
-------
NetPub, Intelligroup India Private Limited or any other Subsidiary of SeraNova.
1.16 "INTELLIGROUP INDIA PRIVATE LIMITED" means Intelligroup India
Private Limited, a corporation formed pursuant to the laws of India and a
wholly-owned subsidiary of Intelligroup, and each subsidiary of Intelligroup
India Private Limited.
1.17 "JOINT BANK FACILITY" means any loan, credit, financing or other
similar agreement among a bank or other financial institution, any member of the
SeraNova Group and any member of the Intelligroup Group, with the members of the
SeraNova Group and the Intelligroup Group being co-borrowers, co-obligors or
guarantors, whether entered into prior to or after the Closing Date.
1.18 "LIABILITIES" means any and all losses, claims, charges, debts,
demands, actions, causes of action, suits, damages, obligations, payments, costs
and expenses, sums of money, accounts, bonds, indemnities and similar
obligations, covenants, contracts, agreements, promises, omissions, variances,
guarantees, make whole agreements and similar obligations, and other
liabilities, including all contractual obligations, whether absolute or
contingent, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever arising, and including those arising under
any law, rule regulation, Action, threatened or contemplated Action (including
the costs and expenses of demands, assessments, judgments, settlements and
compromises relating thereto and attorneys' fees and any and all costs and
expenses, whatsoever reasonably incurred in investigating, preparing or
defending against any such Action or threatened or contemplated Action), order
or consent decree of any
-3-
<PAGE>
Governmental Authority or any award of any arbitrator or mediator of any kind,
and those arising under any contract, commitment or undertaking, including those
arising under this Agreement or any Ancillary Agreement, in each case, whether
or not recorded or reflected or required to be recorded or reflected on the
books and records or financial statements of any Person.
1.19 "LIEN" means any mortgage, pledge, hypothecation, right of others,
claim, security interest, encumbrance, lease, sublicense, license, occupancy
agreement, adverse claim or interest, easement, covenant, encroachment, burden,
title defect right or title retention, voting trust agreement, interest, equity,
option, lien, right of first refusal, charge or other restrictions or
limitations of any nature whatsoever (whether consensual, statutory or
otherwise).
1.20 "NETPUB" means Network Publishing, Inc., a Utah corporation and
wholly-owned subsidiary of Intelligroup.
1.21 "PERMITTED LIENS" includes liens for taxes, assessments or other
governmental charges or levies not yet delinquent or which are being contested
in good faith by appropriate action and as to which adequate reserves shall have
been set aside in conformity with GAAP; liens of mechanics, materialmen,
landlords, warehousemen, carriers and similar liens arising in the future in the
ordinary course of business for sums not yet delinquent, or being contested in
good faith if a reserve or other appropriate provision in accordance with GAAP
shall have been made therefor; statutory liens incurred in the ordinary course
of business in connection with workers' compensation, unemployment insurance,
social security and similar items for sums not yet delinquent or being contested
in good faith, if a reserve or other appropriate provision in accordance with
GAAP shall have been made therefor; lessor's liens arising from operating leases
entered into in the ordinary course of business; and consensual liens granted on
Assets contributed to SeraNova with respect to financing obligations assumed by
SeraNova.
1.22 "PERSON" means an individual, a general or limited partnership, a
corporation, a trust, a joint venture, an unincorporated organization, a limited
liability corporation or entity, any other entity and any Governmental
Authority.
1.23 "PROMISSORY NOTE" shall mean Promissory Note dated the date hereof
issued by SeraNova to Intelligroup, in an aggregate principal amount equal to
the intercompany debt set forth on EXHIBIT H hereto.
---------
1.24 "SECURITY INTEREST" means any mortgage, security interest, pledge,
lien, charge, claim, option, right to acquire, voting or other restriction,
right-of-way, covenant, condition, easement, encroachment, restriction on
transfer or other encumbrance of any nature whatsoever.
1.25 "SERANOVA ASSETS" means the items listed in EXHIBIT B hereto.
---------
-4-
<PAGE>
1.26 "SERANOVA BALANCE SHEET" means the consolidated balance sheet of
the SeraNova Group as of September 30, 1999, a copy which is attached hereto as
EXHIBIT C.
---------
1.27 "SERANOVA BANK FACILITY" means any loan, credit, financing or other
similar agreement between a bank or other financial institution and any member
of the SeraNova Group, as the borrower or obligor, which any member of the
Intelligroup Group has guaranteed, whether prior to or after the Closing Date.
1.28 "SERANOVA CONTRACTS" means the contracts and agreements assigned,
transferred and delivered from Intelligroup to the SeraNova Group to which
SeraNova or any of its Subsidiaries is or shall be a party following the
Contribution, which are listed or described in EXHIBIT D hereto.
---------
1.29 "SERANOVA GROUP" means SeraNova, each Subsidiary of SeraNova and
each other Person that is controlled directly or indirectly by SeraNova
immediately after the Closing Date.
1.30 "SERANOVA LIABILITIES" includes the Liabilities listed on EXHIBIT E
---------
hereto.
1.31 "SUBSIDIARY" of any Person means any corporation or other
organization whether incorporated or unincorporated of which at least a majority
of securities or interest having by the terms thereof ordinary voting power to
elect at least a majority of the board of directors or others performing similar
functions with respect to such corporation or other organization is directly or
indirectly owned or controlled by such Person or by any one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries; provided,
--------
however, that no person that is not directly or indirectly wholly owned by any
-------
other Person shall be a Subsidiary of such other Person unless such other Person
controls, or has the right, power and ability to control, that Person.
1.32 "TAX SHARING AGREEMENT" means the Tax Sharing Agreement dated as of
the date hereof between Intelligroup and SeraNova.
1.33 "Taxes" has the meaning set forth in the Tax Sharing Agreement.
2. CONTRIBUTION.
------------
2.1 TRANSFER OF ASSETS AND CONTRACTS; ASSUMPTION OF LIABILITIES RELATED
-------------------------------------------------------------------
TO CONDUCT OF SERANOVA BUSINESS.
-------------------------------
(a) Subject to the conditions contained herein, as of the Closing
Date, Intelligroup shall have contributed, transferred, conveyed and delivered
to the SeraNova Group, and the SeraNova Group shall have accepted from
Intelligroup, all of Intelligroup's right, title and interest in the SeraNova
Assets, including the intellectual property set forth on EXHIBIT B attached
---------
hereto, free and clear of all Liens (other than
-5-
<PAGE>
Permitted Liens listed on EXHIBIT F attached hereto) related to the conduct of
---------
the SeraNova Business, other than any Delayed Transfer Assets.
(b) As of the Closing Date, subject to Section 3.1 Intelligroup
shall have assigned, transferred and delivered to the SeraNova Group, and the
SeraNova Group shall have accepted from Intelligroup, all of Intelligroup's
right, title and interest in and to all SeraNova Contracts pertaining to the
SeraNova Business as identified on EXHIBIT D hereto and the SeraNova Group
---------
hereby accepts and agrees to perform and comply with the SeraNova Contracts as
if an original signatory thereunder.
(c) The SeraNova Group hereby assumes only those SeraNova
Liabilities listed on EXHIBIT E attached hereto related to the conduct of the
---------
SeraNova Business, in accordance with their respective terms. Except as set
forth on EXHIBIT E, the SeraNova Group shall not otherwise acquire, discharge,
---------
assume or become responsible for any Liabilities of Intelligroup. Intelligroup
agrees to pay and satisfy when due the Liabilities not expressly assumed
hereunder by the SeraNova Group.
(d) Upon the execution hereof, Intelligroup hereby grants to
SeraNova a non-exclusive, royalty free, fully paid, irrevocable right and
license to sell, assign, copy, distribute, sub-license, use and otherwise
commercially exploit the intellectual property rights set forth on EXHIBIT G
---------
hereto (the "Licensed Intellectual Property"). Such license includes the right
to modify and enhance the Licensed Intellectual Property and to own such
modifications and enhancements, including all intellectual property related
thereto.
2.2 TRANSFER OF SERANOVA ASSETS CONSISTING OF STOCK OR OTHER EQUITY
-------------------------------------------------------------------
INTERESTS.
----------
(a) To the extent that any of the SeraNova Assets consists of
shares of stock of any corporate entity (collectively, the "Stock"), upon the
execution hereof, the certificates representing the Stock, if any, shall be
delivered to SeraNova, duly endorsed in blank, or accompanied by stock powers
duly executed in blank, with all necessary transfer tax and other revenue
stamps, acquired at the expense of Intelligroup, affixed and canceled.
Intelligroup agrees to cure any deficiencies with respect to the endorsement of
the certificates representing the Stock owned by Intelligroup or with respect to
the stock power accompanying any such certificates.
(b) To the extent that any of SeraNova Assets consists of
uncertificated securities, Intelligroup agrees to make such ledger entries, or
instruct appropriate agents or government agencies to make such entries, and to
otherwise take such steps as reasonably necessary to transfer such
uncertificated securities to SeraNova, including without limitation the payment
of any transfer fees or taxes.
2.3 ADJUSTMENT OF ASSETS AND LIABILITIES. The parties acknowledge and
-------------------------------------
agree that the information set forth in the Exhibits and Schedules hereto,
including
-6-
<PAGE>
the SeraNova Balance Sheet, is as of September 30, 1999. No later than March 31,
2000, the parties shall appropriately adjust and amend the information set forth
on the Exhibits and Schedules hereto as of December 31, 1999. Such adjustments
and amendments shall be made to reflect the closing of the respective books of
the parties (and their respective Subsidiaries) and the preparation of audited
financial statements for each of parties for the year ended December 31, 1999.
2.4 DELAYED TRANSFER ASSETS. Each of the parties hereto agrees that the
-----------------------
Delayed Transfer Assets will be contributed, transferred, conveyed and delivered
in accordance with the terms of any and all agreements that provide for such
contribution, transfer, conveyance and delivery after the date of this Agreement
or as otherwise set forth on SCHEDULE 2.4. Following such contribution,
-------------
transfer, conveyance and delivery of any Delayed Transfer Asset the applicable
Delayed Transfer Asset shall be treated for all purposes of this Agreement and
the Ancillary Agreements as a SeraNova Asset. Each applicable member of the
Intelligroup Group shall use commercially reasonable efforts to safeguard and
preserve the Delayed Transfer Assets until the applicable date of transfer to
SeraNova, normal wear and tear excepted.
2.5 HOLDING ASSETS IN TRUST. In the event that at any time or from time
-----------------------
to time (whether prior to or after the Closing Date), any party hereto (or any
member of such party's respective Group), shall receive or otherwise possess any
Asset that is allocated to any other Person pursuant to this Agreement or any
Ancillary Agreement, including, but not limited to, accounts receivable and
other cash payments, such party shall promptly transfer, or cause to be
transferred, such Asset to the Person so entitled thereto. Prior to any such
transfer, the Person receiving or possessing such Asset shall hold such Asset in
trust for such other Person.
2.6 TERMINATION OF AGREEMENTS.
-------------------------
(a) Except for the Ancillary Agreements, SeraNova, on behalf of
itself and each member of the SeraNova Group, on the one hand, and Intelligroup,
on behalf of itself and each member of the Intelligroup Group, on the other
hand, hereby terminates effective as of the Closing Date, any and all
agreements, arrangements, commitments or understandings, whether or not in
writing, between or among any member of the SeraNova Group, on the one hand, and
any member of the Intelligroup Group, on the other hand; provided, however, to
the extent any such agreement, arrangement, commitment or understanding is
inconsistent with any Ancillary Agreement, such termination shall be effective
as of the date of effectiveness of the applicable Ancillary Agreement. No such
terminated agreement, arrangement, commitment or understanding (including any
provision thereof which purports to survive termination) shall be of any further
force or effect after the Closing Date (or, to the extent contemplated by the
proviso to the immediately preceding sentence, after the effective date of the
applicable Ancillary Agreement). Each party shall, at the reasonable request of
any other party, take, or cause to be taken, such other actions as may be
necessary to effect the foregoing.
-7-
<PAGE>
(b) The provisions of Section 2.6(a) shall not apply to any of the
following agreements, arrangements, commitments or understandings (or to any of
the provisions thereof): (i) this Agreement and the Ancillary Agreements (and
each other agreement or instrument expressly contemplated by this Agreement or
any Ancillary Agreement to be entered into by any member of the SeraNova Group
or the Intelligroup Group); (ii) any agreements, arrangements, commitments or
understandings to which any Person other than the parties hereto and their
respective Affiliates is a party (it being understood that to the extent that
the rights and obligations of the members of the SeraNova Group or the
Intelligroup Group under any such agreements, arrangements, commitments or
understandings constitute SeraNova Assets or SeraNova Liabilities, they shall be
assigned pursuant to the other provisions of this Section 2); (iii) any
intercompany accounts payable or accounts receivable accrued as of the Closing
Date that are reflected in the books and records of the parties or otherwise
documented in writing in accordance with past practices; (iv) any written Tax
sharing or Tax allocation agreements to which any member of any Group is a
party; and (v) any other agreements, arrangements, commitments or understandings
that this Agreement or any Ancillary Agreement expressly contemplates will
survive the Closing Date.
2.7 DOCUMENTS RELATING TO TRANSFER OF REAL PROPERTY INTERESTS AND
-------------------------------------------------------------------
TANGIBLE PROPERTY LOCATED THEREON. In furtherance of the contribution, transfer,
---------------------------------
conveyance and delivery of the SeraNova Assets and the assumption of SeraNova
Liabilities set forth in Section 2.1, simultaneously with the execution and
delivery of this Agreement or as promptly as practicable thereafter, each of
Intelligroup and SeraNova or their applicable Subsidiaries, shall execute and
deliver lease assignments and assumptions, leases, subleases and sub-subleases
with respect to the properties set forth on SCHEDULE 2.7 with such changes as
------------
may be necessary to conform to any laws, regulations or usage applicable in the
jurisdiction in which the relevant real property is located.
2.8 DOCUMENTS RELATING TO OTHER TRANSFERS OF ASSETS AND ASSUMPTION OF
-------------------------------------------------------------------
LIABILITIES. In furtherance of the contribution, transfer, conveyance and
-----------
delivery of the SeraNova Assets and the assumption of SeraNova Liabilities set
forth in Section 2.1, as promptly as practicable after each such transfer: (i)
Intelligroup shall execute and deliver, and shall cause its Subsidiaries to
execute and deliver, such bills of sale, stock powers, certificates of title,
assignments of contracts and other instruments of transfer, conveyance and
assignment as and to the extent necessary to evidence the transfer, conveyance
and assignment of all of Intelligroup's and its Subsidiaries' right, title and
interest in and to the SeraNova Assets to SeraNova and its Subsidiaries; and
(ii) SeraNova shall execute and deliver, and shall cause its Subsidiaries to
execute and deliver to Intelligroup and its Subsidiaries such bills of sale,
stock powers, certificates of title, assumptions of contracts and other
instruments of assumption as and to the extent necessary to evidence the valid
and effective assumption of the SeraNova Liabilities by SeraNova and its
Subsidiaries.
2.9 ANCILLARY AGREEMENTS. Prior to the Closing Date, Intelligroup and
---------------------
SeraNova will execute and deliver all Ancillary Agreements to which it is a
party.
-8-
<PAGE>
2.10 FINANCING ARRANGEMENTS. On a case-by-case basis, Intelligroup and
----------------------
SeraNova may agree to enter into a Joint Bank Facility or a SeraNova Bank
Facility with respect to operations of the SeraNova Business in specific
jurisdictions. In such event, Intelligroup and SeraNova agree to take all such
reasonable action as may be necessary to permit the applicable members of the
Intelligroup Group or the SeraNova Group to borrow such amount as is mutually
agreed. Intelligroup and SeraNova shall participate in the preparation of all
materials and presentations as may be reasonably necessary to secure funding
pursuant to a Joint Bank Facility or a SeraNova Bank Facility, including rating
agency presentations necessary to obtain the requisite ratings needed to secure
the financing. SeraNova shall pay (or reimburse Intelligroup for) all expenses
associated with any SeraNova Bank Facility.
2.11 OTHER GUARANTEES. On a case-by-case basis, Intelligroup shall
-----------------
consider in good faith any request by SeraNova to have Intelligroup or any other
member of the Intelligroup Group provide a contractual guaranty of a lease or
other contractual obligation of any member of the SeraNova Group. SeraNova shall
use its best good faith efforts to arrange for the release and discharge of
Intelligroup and any other member of the Intelligroup Group of all of its
obligations under any such guaranty as soon as possible, consistent with the
smooth transition of the SeraNova Business to SeraNova. SeraNova shall take all
reasonable steps necessary to arrange for the complete release and discharge of
Intelligroup and any other member of the Intelligroup Group of all of its
obligations under any such guaranty, in no event later than the spin-off
transaction contemplated by that certain Distribution Agreement by and between
Intelligroup and SeraNova of even date herewith.
2.12 GOVERNMENTAL APPROVALS AND CONSENTS.
-----------------------------------
(a) To the extent that the Contribution requires any Governmental
Authority approvals or consents, the parties will use their commercially
reasonable efforts to obtain any such approvals and consents.
(b) If and to the extent that the valid, complete and perfected
transfer or conveyance to the SeraNova Group of any SeraNova Assets would be a
violation of applicable laws or require any consent or approval of a
Governmental Authority in connection with the Contribution, then, unless
Intelligroup shall otherwise determine, the transfer or conveyance to the
SeraNova Group of such SeraNova Assets shall be automatically deemed deferred
and any such purported transfer or assignment shall be null and void until such
time as all legal impediments are removed and/or such consents or approvals have
been obtained.
(c) If the transfer or assignment of any Asset intended to be
transferred or conveyed hereunder is not consummated prior to or at the Closing
Date, then the Person retaining such Asset shall thereafter hold such Asset for
its use and benefit, insofar as reasonably possible, at the expense of the
Person entitled thereto. In addition, the Person retaining such Asset shall take
such other actions as may be reasonably requested by the Person to whom such
Asset is to be transferred in order to
-9-
<PAGE>
place such Person, insofar as reasonably
possible, in the same position as if such Asset had been transferred as
contemplated hereby and so that all the benefits and burdens relating to such
SeraNova Assets, including possession, use, risk of loss, potential for gain,
and dominion, control and command over such Assets, are to inure from and after
the Closing Date to the SeraNova Group.
(d) If and when the consents or approvals of a Governmental
Authority, the absence of which caused the deferral of transfer of any Asset,
are obtained, the transfer of the applicable Asset shall be effected in
accordance with the terms of this Agreement or the applicable Ancillary
Agreement.
2.13 NOVATION OF ASSUMED SERANOVA LIABILITIES.
----------------------------------------
(a) Each of Intelligroup and SeraNova, at the request of the
other, shall use its commercially reasonable efforts to obtain, or to cause to
be obtained, any consent, substitution, approval or amendment required to novate
(including with respect to any federal government contract) or assign all
obligations under agreements, leases, licenses and other obligations or
Liabilities of any nature whatsoever that constitute SeraNova Liabilities, or to
obtain in writing the unconditional release of all parties to such arrangements
other than any member of the SeraNova Group, so that, in any such case, SeraNova
and its Subsidiaries will be solely responsible for such Liabilities; provided,
however, that no member of the Intelligroup Group or the SeraNova Group, as the
case may be, shall be obligated to pay any consideration therefor to any third
party from whom such consents, approvals, substitutions and amendments are
requested. Without limiting the foregoing, Intelligroup and SeraNova shall use
their commercially reasonable efforts to obtain, prior to the Closing Date, a
release of any and all guarantees provided by any member of the Intelligroup
Group in connection with the SeraNova Contracts, SeraNova Assets, SeraNova
Liabilities and the SeraNova Business.
(b) If Intelligroup or SeraNova is unable to obtain, or to cause
to be obtained, any such required consent, approval, release, substitution or
amendment, the applicable member of the Intelligroup Group shall continue to be
bound by such agreements, leases, licenses and other obligations and, unless not
permitted by law or the terms thereof, SeraNova shall, as agent or subcontractor
for Intelligroup or such other Person, as the case may be, pay, perform and
discharge fully all the obligations or other Liabilities of Intelligroup or such
other Person, as the case may be, thereunder from and after the date hereof.
SeraNova shall indemnify each Intelligroup Indemnitee (as defined in Section
4.1), and hold each of them harmless against any Liabilities arising in
connection therewith. If and when any such consent, approval, release,
substitution or amendment is obtained or such agreement, lease, license or other
rights or obligations otherwise becomes assignable or able to be novated,
Intelligroup shall thereafter assign, or cause to be assigned, all its rights,
obligations and other Liabilities thereunder or any rights or obligations of any
member of its respective Group to SeraNova without payment of further
consideration and SeraNova shall, without the payment of any further
consideration, assume such rights and obligations.
-10-
<PAGE>
2.14 INTERCOMPANY DEBT. Intelligroup and SeraNova agree that, as a
-----------------
result of the transactions contemplated hereby, SeraNova shall be indebted to
Intelligroup as set forth on EXHIBIT H. Such debt shall be evidenced by the
---------
Promissory Note.
3. REPRESENTATIONS AND WARRANTIES.
------------------------------
3.1 REPRESENTATIONS AND WARRANTIES OF INTELLIGROUP.
----------------------------------------------
Intelligroup represents and warrants to SeraNova and its Subsidiaries
as follows:
(a) CORPORATE POWER AND AUTHORITY. Intelligroup has the requisite
-----------------------------
power and authority to execute, deliver, and perform its obligations under this
Agreement, any applicable Ancillary Agreement and to contribute, transfer,
convey and deliver to SeraNova and its Subsidiaries the SeraNova Assets. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary
action (corporate or otherwise) on the part of Intelligroup. This Agreement
constitutes the legal, valid and binding obligation of Intelligroup, enforceable
in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, moratorium or similar laws affecting the
enforcement of creditors' rights generally.
(b) VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution, delivery
-------------------------------------
and performance of this Agreement and the consummation of the transactions
contemplated hereby do not and will not: (i) violate, breach or contravene any
of the terms, conditions or provisions of the Certificate of Incorporation or
By-laws (or the equivalent thereof) of Intelligroup; (ii) violate, or constitute
a default under, any material Contract by which Intelligroup or its property is
bound; or (iii) violate any material provision of law.
(c) TITLE TO CONTRIBUTED ASSETS. Intelligroup is in possession of
---------------------------
and has good, valid and marketable title to, or has valid leasehold interests in
or valid rights under contract to use, all of the SeraNova Assets in which it
has an interest and Intelligroup has such title, interests or rights to all of
the SeraNova Assets that are being contributed by Intelligroup. All of the
SeraNova Assets are free and clear of all Liens, other than Permitted Liens. All
tangible personal property comprising the SeraNova Assets is in good operating
condition (ordinary wear and tear excepted) and will be usable by SeraNova and
its Subsidiaries for its intended purposes.
(d) ACCOUNTS RECEIVABLE. The accounts receivable that are included
-------------------
in the SeraNova Assets (the "Accounts Receivable") constitute valid receivables,
have arisen in the ordinary course of business consistent with past practices.
No part of the Accounts Receivable is contingent upon performance by any member
of the Intelligroup Group, as applicable, or any other party of any obligation,
and no agreements for deductions or discounts have been made with respect to any
part of such Accounts Receivable.
-11-
<PAGE>
(e) BUSINESS. Upon consummation of this Agreement, SeraNova shall
--------
be the sole and exclusive owner of the SeraNova Business, the SeraNova Assets
received by SeraNova from Intelligroup are all of the assets necessary to
operate the SeraNova Business.
(f) REQUIRED CONSENTS. Intelligroup, SeraNova and the applicable
-----------------
member or members of their respective Group shall use their or its reasonable
best efforts to obtain all necessary consents from applicable third parties in
order to assign, transfer and deliver the SeraNova Contracts unless the failure
to obtain one or more consents would not be material and except for contracts
under which Intelligroup has a right to subcontract without the consent of the
other party or parties to the contract.
(g) SERANOVA BALANCE SHEET. The SeraNova Balance Sheet set forth
-----------------------
on EXHIBIT C is true and accurate in all material respects.
---------
3.2 REPRESENTATIONS AND WARRANTIES OF THE SERANOVA GROUP.
----------------------------------------------------
SeraNova and its Subsidiaries represent and warrant to Intelligroup as
follows:
(a) CORPORATE POWER AND AUTHORITY. SeraNova and its Subsidiaries
-----------------------------
have the requisite power and authority to execute, deliver and perform this
Agreement, the Ancillary Agreements and to accept the SeraNova Assets. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary
action (corporate or otherwise) on the part of SeraNova and its Subsidiaries.
This Agreement constitutes the legal, valid and binding obligation of SeraNova
and its Subsidiaries, enforceable in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium or
similar laws affecting the enforcement of creditors' rights generally.
(b) VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution, delivery
-------------------------------------
and performance of this Agreement and the consummation of the transactions
contemplated hereby do not and will not: (i) violate, breach or contravene any
of the terms, conditions or provisions of the Certificate or Articles of
Incorporation or By-laws (or the equivalent thereof) of SeraNova and its
Subsidiaries; (ii) violate, or constitute a default under, any material Contract
by which such entity or its property is bound; or (iii) violate any material
provision of law.
4. INDEMNIFICATION.
---------------
4.1 INDEMNIFICATION BY SERANOVA. Subject to the provisions of Section
---------------------------
4.3, SeraNova shall indemnify, defend and hold harmless each member of the
Intelligroup Group and each of their respective directors, officers and
employees, and
-12-
<PAGE>
each of the heirs, executors, successors and assigns of any of the foregoing
(collectively, the "INTELLIGROUP INDEMNITEES") from and against any and all
Liabilities of the Intelligroup Indemnitees, relating to, arising out of or
resulting from any of the following items:
(a) the failure of any member of the SeraNova Group to pay,
perform or otherwise promptly discharge any SeraNova Liabilities or any SeraNova
Contract in accordance with their respective terms, after the Closing Date;
(b) the employment or termination of employment of any
employee of Intelligroup working in the SeraNova Business;
(c) conduct of the SeraNova Business after the Closing Date;
and
(d) any breach by any member of the SeraNova Group of this
Agreement or any of the Ancillary Agreements.
4.2 INDEMNIFICATION BY INTELLIGROUP. Subject to the provisions of
-------------------------------
Section 4.3, Intelligroup shall indemnify, defend and hold harmless SeraNova,
each member of the SeraNova Group and each of their respective directors,
officers and employees, and each of the heirs, executors, successors and assigns
of any of the foregoing (collectively, the "SERANOVA INDEMNITEES"), from and
against any and all Liabilities of the SeraNova Indemnitees relating to, arising
out of or resulting from any of the following items:
(a) the failure of Intelligroup to pay, perform or otherwise
promptly discharge any Liabilities of Intelligroup, whether prior to or after
the Closing Date;
(b) the failure of Intelligroup to pay, perform or otherwise
promptly discharge any SeraNova Liabilities or any SeraNova Contract in
accordance with their respective terms, prior to the Closing Date;
(c) conduct of the SeraNova Business prior to the Closing
Date; and
(d) any breach by Intelligroup of this Agreement or any of the
Ancillary Agreements.
4.3 INDEMNIFICATION OBLIGATIONS NET OF INSURANCE PROCEEDS AND
--------------------------------------------------------------
OTHER AMOUNTS.
-------------
(a) The parties intend that any Liability subject to
indemnification or reimbursement pursuant to this Section 4 will be net of
insurance proceeds. Accordingly, the amount which any party (an "INDEMNIFYING
PARTY") is required to pay to any Person entitled to indemnification hereunder
(an "INDEMNITEE")
-13-
<PAGE>
will be reduced by any insurance proceeds theretofore actually recovered by or
on behalf of the Indemnitee in reduction of the related Liability. If an
Indemnitee receives a payment (an "INDEMNITY PAYMENT") required by this
Agreement from an Indemnifying Party in respect of any Liability and
subsequently receives insurance proceeds, then the Indemnitee will pay to the
Indemnifying Party an amount equal to the Indemnity Payment received less the
amount of the Indemnity Payment that would have been due if the insurance
proceeds had been received, realized or recovered before the Indemnity Payment
was made.
(b) An insurer who would otherwise be obligated to pay any
claim shall not be relieved of the responsibility with respect thereto or,
solely by virtue of the indemnification provisions hereof, have any subrogation
rights with respect thereto, it being expressly understood and agreed that no
insurer or any other third party shall be entitled to a "windfall" (i.e., a
benefit they would not be entitled to receive in the absence of the
indemnification provisions) by virtue of the indemnification provisions hereof.
Nothing contained in this Agreement or any Ancillary Agreement shall obligate
any member of any Group to seek to collect or recover any insurance proceeds.
4.4 PROCEDURES FOR INDEMNIFICATION OF THIRD PARTY CLAIMS.
----------------------------------------------------
(a) If an Indemnitee shall receive notice or otherwise learn
of the assertion by a Person (including any Governmental Authority) who is not a
member of the Intelligroup Group or the SeraNova Group of any claim or of the
commencement by any such Person of any Action (collectively, a "THIRD PARTY
CLAIM") with respect to which an Indemnifying Party may be obligated to provide
indemnification to such Indemnitee pursuant to Section 4.1 or 4.2, or any other
Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give
such Indemnifying Party written notice thereof within twenty (20) days after
becoming aware of such Third Party Claim. Any such notice shall describe the
Third Party Claim in reasonable detail. Notwithstanding the foregoing, the
failure of any Indemnitee or other Person to give notice as provided in this
Section 4.4(a) shall not relieve the related Indemnifying Party of its
obligations under this Section 4, except to the extent that such Indemnifying
Party is actually prejudiced by such failure to give notice.
(b) An Indemnifying Party may elect to defend (and, unless the
Indemnifying Party has specified any reservations or exceptions, to seek to
settle or compromise), at such Indemnifying Party's own expense and by such
Indemnifying Party's own counsel, any Third Party Claim. Within thirty (30) days
after the receipt of notice from an Indemnitee in accordance with Section 4.4(a)
(or sooner, if the nature of such Third Party Claim so requires), the
Indemnifying Party shall notify the Indemnitee whether the Indemnifying Party
will assume responsibility for defending such Third Party Claim, which election
shall specify any reservations or exceptions. After notice from an Indemnifying
Party to an Indemnitee of its election to assume the defense of a Third Party
Claim, such Indemnitee shall have the right to employ separate counsel and to
participate in (but not control) the defense, compromise, or settlement thereof,
but the fees and
-14-
<PAGE>
expenses of such counsel shall be paid by such Indemnitee except as set forth in
subsection (c).
(c) If an Indemnifying Party elects not to assume
responsibility for defending a Third Party Claim, or fails to notify an
Indemnitee of its election as provided in Section 4.4(b), such Indemnitee may
defend such Third Party Claim at the cost and expense of the Indemnifying Party.
(d) Unless the Indemnifying Party has failed to assume the
defense of the Third Party Claim in accordance with the terms of this Agreement,
no Indemnitee may settle or compromise any Third Party Claim without the consent
of the Indemnifying Party.
(e) In the case of a Third Party Claim, no Indemnifying Party
shall consent to entry of any judgment or enter into any settlement of the Third
Party Claim without the consent of the Indemnitee if the effect thereof is to
permit any injunction, declaratory judgment, other order or other nonmonetary
relief to be entered, directly or indirectly, against any Indemnitee.
(f) The provisions of Section 4.4 and Section 4.5 shall not
apply to Taxes (which are covered by the Tax Sharing Agreement).
4.5 ADDITIONAL MATTERS.
------------------
(a) Any claim on account of a Liability which does not result
from a Third Party Claim shall be asserted by written notice given by the
Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have
a period of thirty (30) days after the receipt of such notice within which to
respond thereto. If such Indemnifying Party does not respond within such 30-day
period, such Indemnifying Party shall be deemed to have refused to accept
responsibility to make payment. If such Indemnifying Party does not respond
within such 30-day period or rejects such claim in whole or in part, such
Indemnitee shall be free to pursue such remedies as may be available to such
party as contemplated by this Agreement and the Ancillary Agreements.
(b) In the event of payment by or on behalf of any
Indemnifying Party to any Indemnitee in connection with any Third Party Claim,
such Indemnifying Party shall be subrogated to and shall stand in the place of
such Indemnitee as to any events or circumstances in respect of which such
Indemnitee may have any right, defense or claim relating to such Third Party
Claim against any claimant or plaintiff asserting such Third Party Claim or
against any other person. Such Indemnitee shall cooperate with such Indemnifying
Party in a reasonable manner, and at the cost and expense of such Indemnifying
Party, in prosecuting any subrogated right, defense or claim.
(c) In the event of an Action in which the Indemnifying Party
is not a named defendant, if the Indemnifying Party shall so request, the
parties shall
-15-
<PAGE>
endeavor to substitute the Indemnifying Party for the named defendant. If such
substitution cannot be achieved for any reason or is not requested, the named
defendant shall allow the Indemnifying Party to manage the Action as set forth
in this Section and the Indemnifying Party shall fully indemnify the named
defendant against all costs of defending the Action (including court costs,
sanctions imposed by a court, attorneys' fees, experts' fees and all other
external expenses), the costs of any judgment or settlement, and the cost of any
interest or penalties relating to any judgment or settlement.
4.6 REMEDIES CUMULATIVE. The remedies provided in this Section 4
-------------------
shall be cumulative and, subject to the provisions of Section 6, shall not
preclude assertion by any Indemnitee of any other rights or the seeking of any
and all other remedies against any Indemnifying Party.
4.7 SURVIVAL OF INDEMNITIES. The rights and obligations of each of
-----------------------
Intelligroup and SeraNova and their respective Indemnitees under this Section 4
shall survive the sale or other transfer by any party of any Assets or
businesses or the assignment of any Liabilities.
4.8 ALLEGED INFRINGEMENT OR MISAPPROPRIATION.
----------------------------------------
(a) Notwithstanding any other provision of this Agreement or
any Ancillary Agreement, in the event of any claim, action, proceeding or suit
by a third party against any member of the SeraNova Group or the Intelligroup
Group alleging an infringement of any patent, copyright, trademark or
misappropriation of a trade secret (each a "Claim") with respect to any of the
transferred intellectual property or the Licensed Intellectual Property set
forth on EXHIBIT A and EXHIBIT G, respectively (for purposes of this Section
--------- ---------
4.8, the "Disputed Intellectual Property"), the parties agree to adhere to the
procedures set forth in paragraphs (b), (c) and (d) below.
(b) If the use or distribution by any member of the SeraNova
Group or the Intelligroup Group, as applicable, of any of the Disputed
Intellectual Property is enjoined or in the opinion of such member of the
applicable Group is likely to be enjoined, SeraNova and Intelligroup shall, use
their reasonable best efforts to jointly: (i) replace the Disputed Intellectual
Property with a substitute free of any infringement; (ii) modify the Disputed
Intellectual Property so that it will be free of the infringement; or (iii)
procure for such member of the applicable Group or its distributees a license or
other right to use the Disputed Intellectual Property.
(c) Each of Intelligroup and SeraNova, on behalf of its
respective Group, agrees to provide, or cause to be provided, prompt written
notice to the other party of any Claim and Intelligroup and SeraNova shall
jointly assume the defense thereof, including appeals, and to settle the same.
Each party shall, upon request, furnish all information and provide assistance
to the appropriate members of the SeraNova Group or the Intelligroup Group, as
applicable, and cooperate in every reasonable way to facilitate the defense
and/or settlement of any such Claim.
-16-
<PAGE>
(d) The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities or expenses in connection with the
remediation efforts set forth in Section (b) above, or the defense,
adjudication, or settlement referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any Claim. Intelligroup and SeraNova agree that
it would not be just and equitable if the expenses incurred in connection with
the remediation efforts set forth in Section (b) above, or the defense,
adjudication, or settlement of a Claim under this Section 4.8 were apportioned
on a pro rata basis without regard to the liability of each respective party
according a relative finding of fault. The relative fault of the applicable
member or members of the Intelligroup Group, on the one hand, and the applicable
member or members of the SeraNova Group, on the other hand, shall be apportioned
as is appropriate to reflect not only the relative benefits achieved but also
the relative fault assessed with respect to the Disputed Intellectual Property.
(e) The foregoing indemnity will not apply to any alleged
infringement or misappropriation if and to the extent such alleged infringement
or misappropriation arises from: (i) the use by any member of the SeraNova Group
or the Intelligroup Group of any of the Disputed Intellectual Property in
combination with any product, software or other material provided by a third
party after the Closing Date; or (ii) any changes made by any member of the
SeraNova Group or the Intelligroup Group in the Disputed Intellectual Property
after the Closing Date.
5. EXCHANGE OF INFORMATION; CONFIDENTIALITY.
----------------------------------------
5.1 AGREEMENT FOR EXCHANGE OF INFORMATION; ARCHIVES.
-----------------------------------------------
(a) Each of Intelligroup and SeraNova, on behalf of its
respective Group, agrees to provide, or cause to be provided, to each member of
the other Group, as soon as reasonably practicable after written request
therefor, any Information in the possession or under the control of such
respective Group which the requesting party reasonably needs: (i) to comply with
reporting, disclosure, filing or other requirements imposed on the requesting
party (including under applicable securities or tax laws) by a Governmental
Authority having jurisdiction over the requesting party; (ii) for use in any
judicial, regulatory, administrative, tax or other proceeding or in order to
satisfy audit, accounting, claims, regulatory, litigation, tax or other similar
requirements; or (iii) to comply with its obligations under this Agreement or
any Ancillary Agreement; provided, however, that in the event that any party
determines that any such provision of Information could be commercially
detrimental, violate any law or agreement, or waive any attorney-client
privilege, the parties shall take all reasonable measures to permit the
compliance with such obligations in a manner that avoids any such harm or
consequence.
(b) After the Closing Date, SeraNova shall have access during
regular business hours (as in effect from time to time) to the documents that
relate to the SeraNova Business that are in the possession or control of any
member of the Intelligroup Group. SeraNova may obtain copies (but not originals)
of documents for bona fide
-17-
<PAGE>
business purposes. Nothing herein, however, shall be deemed to restrict the
access of any member of the Intelligroup Group to any such documents or to
impose any liability on any member of the Intelligroup Group if any such
documents are not maintained or preserved by Intelligroup.
(c) After the date hereof SeraNova shall: (i) maintain in
effect at its own cost and expense adequate systems and controls to the extent
necessary to enable the members of the Intelligroup Group to satisfy their
respective reporting, accounting, audit and other obligations; and (ii) provide,
or cause to be provided, to Intelligroup in such form as Intelligroup shall
request, at no charge to Intelligroup, all financial and other data and
Information as Intelligroup determines necessary or advisable in order to
prepare Intelligroup financial statements and reports or filings with any
Governmental Authority.
5.2 OWNERSHIP OF INFORMATION. Any Information owned by one Group
------------------------
that is provided to a requesting party pursuant to Section 5.1 shall be deemed
to remain the property of the providing party. Unless specifically set forth
herein, nothing contained in this Agreement shall be construed as granting or
conferring rights of license or otherwise in any such Information.
5.3 RECORD RETENTION. To facilitate the possible exchange of
----------------
Information pursuant to this Section 5 and other provisions of this Agreement,
the parties agree to use their reasonable best efforts to retain all Information
in their respective possession or control in accordance with the policies of
Intelligroup as in effect on the Closing Date. No party will destroy, or permit
any of its Subsidiaries to destroy, any Information which the other party may
have the right to obtain pursuant to this Agreement prior to the tenth (10th)
anniversary of the date hereof without first using its reasonable best efforts
to notify the other party of the proposed destruction and giving the other party
the opportunity to take possession of such Information prior to such
destruction; provided, however, that in the case of any Information relating to
Taxes or to Environmental Liabilities, such period shall be extended to the
expiration of the applicable statute of limitations (giving effect to any
extensions thereof).
5.4 Limitation of Liability. No party shall have any liability to
-----------------------
any other party in the event that any Information exchanged or provided pursuant
to this Agreement which is an estimate or forecast, or which is based on an
estimate or forecast, is found to be inaccurate, in the absence of willful
misconduct by the party providing such Information. No party shall have any
liability to any other party if any Information is destroyed after reasonable
best efforts by such party to comply with the provisions of Section 5.3.
5.5 OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF INFORMATION. The
--------------------------------------------------------
rights and obligations granted under this Section 5 are subject to any specific
limitations, qualifications or additional provisions on the sharing, exchange or
confidential treatment of Information set forth in any Ancillary Agreement.
-18-
<PAGE>
5.6 PRODUCTION OF WITNESSES; RECORDS; COOPERATION.
---------------------------------------------
(a) After the Closing Date, except in the case of an
adversarial Action by one party against another party (which shall be governed
by such discovery rules as may be applicable under Section 6 or otherwise), each
party hereto shall use its reasonable best efforts to make available to each
other party, upon written request, the former, current and future directors,
officers, employees, other personnel and agents of the members of its respective
Group as witnesses (giving consideration to the business demands of such
individuals) and any books, records or other documents within its control or
which it otherwise has the ability to make available or as may reasonably be
required in connection with any Action in which the requesting party may from
time to time be involved, regardless of whether such Action is a matter with
respect to which indemnification may be sought hereunder. The requesting party
shall bear all costs and expenses in connection therewith.
(b) If an Indemnifying Party (Intelligroup or SeraNova as the
case may be) chooses to defend or to seek to compromise or settle any Third
Party Claim, or if any party chooses to prosecute or otherwise evaluate or to
pursue any claim against a third party, the other party shall use its best
efforts to make available to such Indemnifying Party (Intelligroup or SeraNova
as the case may be), upon written request, the former, current and future
directors, officers, employees, other personnel and agents of the members of its
respective Group as witnesses (giving consideration to the business demands of
such individuals) and any books, records or other documents within its control
or which it otherwise has the ability to make available or as may reasonably be
required in connection with such defense, settlement or compromise, or such
prosecution, evaluation or pursuit, as the case may be, and shall otherwise
cooperate in such defense, settlement or compromise, or such prosecution,
evaluation or pursuit, as the case may be.
(c) Without limiting the foregoing, the parties shall
cooperate and consult to the extent reasonably necessary with respect to any
Actions, contingent Liabilities and contingent gains.
(d) Without limiting any provision of this Section, each of
the parties agrees to cooperate, and to cause each member of its respective
Group to cooperate, with each other in the defense of any infringement or
similar claim with respect to any intellectual property and shall not claim to
acknowledge, or permit any member of its respective Group to claim to
acknowledge, the validity or infringing use of any intellectual property of a
third Person in a manner that would hamper or undermine the defense of such
infringement or similar claim.
(e) The obligation of the parties to provide witnesses
pursuant to this Section 5.6 is intended to be interpreted in a manner so as to
facilitate cooperation and shall include the obligation to provide as witnesses
inventors and other officers without regard to whether the witness or the
employer of the witness could assert a possible business conflict (subject to
the exception set forth in the first sentence of Section 5.6(a)).
-19-
<PAGE>
(f) In connection with any matter contemplated by this Section
5.6, the parties will enter into a mutually acceptable joint defense agreement
so as to maintain to the extent practicable any applicable attorney-client
privilege or work product immunity of any member of any Group.
5.7 CONFIDENTIALITY.
----------------
(a) Subject to Section 5.8, each of Intelligroup and SeraNova,
on behalf of itself and each other member of its respective Group, agrees to
hold, and to cause its respective directors, officers, employees, agents,
accountants, counsel and other advisors and representatives to hold, in strict
confidence, with at least the same degree of care that applies to Intelligroup's
confidential and proprietary information pursuant to policies in effect as of
the Closing Date, all Information concerning each such other Group that is
either in its possession (including Information in its possession prior to the
date hereof or the Closing Date) or furnished by any such other Group or its
respective directors, officers, employees, agents, accountants, counsel and
other advisors and representatives at any time pursuant to this Agreement, any
Ancillary Agreement or otherwise, and shall not use any such Information other
than for such purposes as shall be expressly permitted hereunder or thereunder,
except, in each case, to the extent that such Information has been: (i) in the
public domain through no fault of such party or any member of such Group or any
of their respective directors, officers, employees, agents, accountants, counsel
and other advisors and representatives; (ii) later lawfully acquired from other
sources by such party (or any member of such party's Group) which sources are
not themselves bound by a confidentiality obligation; or (iii) independently
generated without reference to any proprietary or confidential Information of
the other party.
(b) Each party agrees not to release or disclose, or permit to
be released or disclosed, any such Information to any other Person, except its
directors, officers, employees, agents, accountants, counsel and other advisors
and representatives who need to know such Information (who shall be advised of
their obligations hereunder with respect to such Information), except in
compliance with Section 5.8. Without limiting the foregoing, when any
Information is no longer needed for the purposes contemplated by this Agreement
or any Ancillary Agreement, each party will promptly after request of the other
party either return to the other party all Information in a tangible form
(including all copies thereof and all notes, extracts or summaries based
thereon) or certify to the other party that it has destroyed such Information
(and such copies thereof and such notes, extracts or summaries based thereon).
5.8 PROTECTIVE ARRANGEMENTS. In the event that any party or any
------------------------
member of its Group either determines on the advice of its counsel that it is
required to disclose any Information pursuant to applicable law or receives any
demand under lawful process or from any Governmental Authority to disclose or
provide Information of any other party (or any member of any other party's
Group) that is subject to the confidentiality provisions hereof, such party
shall notify the other party prior to disclosing or providing such Information
and shall cooperate at the expense of the requesting party in seeking any
reasonable protective arrangements requested by such other party. Subject
-20-
<PAGE>
to the foregoing, the Person that received such request may thereafter disclose
or provide Information to the extent required by such law (as so advised by
counsel) or by lawful process or such Governmental Authority.
6. ARBITRATION; DISPUTE RESOLUTION.
-------------------------------
6.1 AGREEMENT TO ARBITRATE.
----------------------
(a) Except as otherwise specifically provided in any Ancillary
Agreement, the procedures for discussion, negotiation and arbitration set forth
in this Section 6.1 hereto shall apply to all disputes, controversies or claims
(each a "Dispute") that may arise out of or relate to, or arise under or in
connection with this Agreement or any Ancillary Agreement, or the transactions
contemplated hereby or thereby (including all actions taken in furtherance of
the transactions contemplated hereby or thereby on or prior to the date hereof),
or the commercial or economic relationship of the parties relating hereto or
thereto, between or among any member of the Intelligroup Group and the SeraNova
Group. Each party agrees on behalf of itself and each other member of its
respective Group that any Dispute shall be submitted to binding arbitration, in
accordance with the dispute resolution procedures specified in this Section. If
any of these procedures are determined to be invalid or unenforceable, the
remaining procedures shall remain in effect and binding on the parties to the
fullest extent permitted by law.
(b) The arbitration shall be held in Edison, New Jersey before
a panel of three arbitrators. Any member or members of the SeraNova Group or the
Intelligroup Group, as applicable, may by notice to the applicable member or
members of the SeraNova Group or the Intelligroup Group, as applicable, demand
arbitration, by serving on the other party a statement of the Dispute and the
facts relating or giving rise thereto, in reasonable detail, and the name of the
arbitrator selected by it. Within fifteen (15) days after receipt of such
notice, the other party shall name its arbitrator, and the two arbitrators named
by the parties shall, within fifteen (15) days after the date of such notice,
select the third arbitrator.
(c) The arbitration shall be conducted in accordance with the
procedures specified in this Section and shall be governed by the Commercial
Arbitration Rules of the American Aribitration Association, as may be amended
from time to time. In the event of a conflict, the provisions of this Section
shall control.
(d) Any issue concerning the extent to which any Dispute is
subject to arbitration, or concerning the applicability, interpretation, or
enforceability of these procedures, including any contention that all or part of
these procedures are invalid or unenforceable, shall be governed by the Federal
Arbitration Act and resolved by the arbitrators. No potential arbitrator may
serve on the panel unless first agreeing in writing to abide and be bound by
these procedures. The arbitrators may not award non-monetary or equitable relief
of any sort. They shall have no power to award damages inconsistent with this
Agreement or punitive damages or any other damages not measured by the
prevailing party's actual damages, and the parties expressly waive their right
to obtain
-21-
<PAGE>
such damages in arbitration or in any other forum. In no event, even if any
other portion of these procedures is adjudged invalid or unenforceable, shall
the arbitrators have power to make an award or impose a remedy that could not be
made or imposed by a court deciding the matter in the same jurisdiction.
(e) No discovery shall be permitted in connection with the
arbitration unless expressly authorized by the arbitration panel upon a showing
of substantial need by the party seeking discovery. All aspects of the
arbitration shall be treated as confidential. Neither the parties nor the
arbitrators may disclose the existence, content or results of the arbitration,
except as necessary to comply with legal or regulatory requirements. Before
making any such disclosure, a party shall give written notice to all other
parties and afford such parties a reasonable opportunity to protect their
interest. The result of the arbitration shall be a final decision that is
binding on the parties, and judgment on the arbitrators' award may be entered in
any court having jurisdiction. The cost of such arbitration shall be borne
equally by the parties.
(f) This Section shall not apply to any Dispute arising out of
or relating to the ownership of intellectual property. The application of this
Section to any other Dispute shall be waived only by written agreement of
Intelligroup and SeraNova. This Section shall be terminated only by written
agreement of Intelligroup and SeraNova.
6.2 CONTINUITY OF SERVICE AND PERFORMANCE. Unless otherwise agreed
-------------------------------------
in writing, the parties will continue to provide service and honor all other
commitments under this Agreement and each Ancillary Agreement during the course
of dispute resolution pursuant to the provisions of this Section with respect to
all matters not subject to such dispute, controversy or claim.
6.3 LAW GOVERNING ARBITRATION PROCEDURES. The interpretation of
------------------------------------
the provisions of this Section, only insofar as they relate to the agreement to
arbitrate and any procedures pursuant thereto, shall be governed by the Federal
Arbitration Act and other applicable federal law. In all other respects, the
interpretation of this Agreement shall be governed as set forth in Section 10.2.
7. EMPLOYEE RELATED MATTERS.
------------------------
7.1 EMPLOYEE OFFERS. Prior to the Closing Date, SeraNova or one of
---------------
its Subsidiaries shall have made a written offer of employment or engagement to
each employee, independent contractor or consultant working in the SeraNova
Business listed on SCHEDULE 7.1 hereto. Such employment offers shall provide
------------
that such individual shall commence work for SeraNova or the named Subsidiary on
or before the Closing Date. Such employment offers shall also require that such
individual shall, prior to the Closing Date, inform SeraNova of his or her
intention to accept or decline such offer and, if such individual intends to
accept such offer, to resign his or her employment with Intelligroup prior to or
as of the Closing Date.
-22-
<PAGE>
7.2 BENEFITS. As soon as practicable after the Closing Date,
--------
Intelligroup shall perform and undertake all acts as may be necessary to
rollover or otherwise transfer the vested interests of employees in the
qualified and non-qualified pension plans and Section 401(k) plans of
Intelligroup to the corresponding plans maintained by SeraNova. Intelligroup
shall be responsible for any COBRA coverage continuation notices required to be
provided with respect to any employee who accepts employment with SeraNova. On
or prior to the Closing Date, Intelligroup and SeraNova shall take all actions
as may be necessary to approve the stock-based employee benefit plans of
SeraNova in order to satisfy the requirement of Rule 16b-3 under the Exchange
Act of 1934, as amended, and Section 162(m) of the Internal Revenue Code of
1986, as amended.
7.3 NO SOLICITATION OF EMPLOYEES. For a period of two (2) years
-----------------------------
after the Closing Date, neither Intelligroup nor SeraNova or any member of their
respective Groups shall solicit any employee of the other to terminate his or
her employment to become an employee of the soliciting party, without the prior
written consent of the other party.
7.4 NO RIGHTS CONFERRED UPON EMPLOYEES. Nothing in this Agreement
----------------------------------
shall be deemed to confer any rights or remedies of any employees, independent
contractors or consultants of any member of the Intelligroup Group or the
SeraNova Group (including individuals to whom SeraNova is to offer employment
pursuant to Section 7.1). No Person shall be a third party beneficiary with
respect to the provisions of this Section 7.
8. FURTHER ASSURANCES AND ADDITIONAL COVENANTS.
-------------------------------------------
(a) In addition to the actions specifically provided for
elsewhere in this Agreement, each of the parties hereto shall use its reasonable
best efforts, prior to, on and after the Closing Date, to take, or cause to be
taken, all actions, and to do, or cause to be done, all things, reasonably
necessary, proper or advisable under applicable laws, regulations and agreements
to consummate and make effective the transactions contemplated by this Agreement
and the Ancillary Agreements.
(b) Without limiting the foregoing, prior to, on and after the
Closing Date, each party hereto shall cooperate with the other party, and
without any further consideration, but at the expense of the requesting party,
to execute and deliver, or use its reasonable best efforts to cause to be
executed and delivered, all instruments, including instruments of conveyance,
assignment and transfer, and to make all filings with, and to obtain all
consents, approvals or authorizations of, any Governmental Authority or any
other Person under any permit, license, agreement, indenture or other
instrument, and to take all such other actions as such party may reasonably be
requested to take by any other party hereto from time to time, consistent with
the terms of this Agreement and the Ancillary Agreements, in order to effectuate
the provisions and purposes of this Agreement and the Ancillary Agreements and
the transfers of the SeraNova Assets and the assignment and assumption of the
SeraNova Liabilities and the
-23-
<PAGE>
other transactions contemplated hereby and thereby. Without limiting the
foregoing, each party will, at the reasonable request, cost and expense of any
other party, take such other actions as may be reasonably necessary to vest in
such other party good and marketable title, if and to the extent it is
practicable to do so.
(c) On or prior to the Closing Date, Intelligroup and SeraNova
in their respective capacities as direct and indirect stockholders of their
respective Subsidiaries, shall each ratify any actions which are reasonably
necessary or desirable to be taken by Intelligroup, SeraNova or any Subsidiary
of Intelligroup or SeraNova, as the case may be, to effectuate the transactions
contemplated by this Agreement.
(d) Prior to the Closing Date, if one or more of the parties
identifies any commercial or other service that is needed to assure a smooth and
orderly transition of the businesses in connection with the consummation of the
transactions contemplated hereby that is not otherwise governed by the
provisions of this Agreement or any Ancillary Agreement, the parties will
cooperate in determining whether there is a mutually acceptable arm's-length
basis on which the other party will provide such service.
9. TERMINATION.
-----------
9.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be
--------------------------------
terminated at any time prior to the date of the Closing Date by the mutual
consent of Intelligroup and SeraNova.
9.2 EFFECT OF TERMINATION. In the event of any termination of this
---------------------
Agreement prior to the Closing Date, no party to this Agreement (or any of its
directors or officers) shall have any Liability or further obligation to any
other party.
10. MISCELLANEOUS.
-------------
10.1 COUNTERPARTS; ENTIRE AGREEMENT.
------------------------------
(a) This Agreement and each Ancillary Agreement may be
executed in one or more counterparts, all of which shall be considered one and
the same agreement, and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party.
(b) This Agreement, the Ancillary Agreements and the Exhibits,
Schedules and Appendices hereto and thereto contain the entire agreement between
the parties with respect to the subject matter hereof, supersede all previous
agreements, negotiations, discussions, writings, understandings, commitments and
conversations with respect to such subject matter and there are no agreements or
understandings between the parties other than those set forth or referred to
herein or therein.
10.2 GOVERNING LAW. Except as set forth in Section 6.3, this
-------------
Agreement and, unless expressly provided therein, each Ancillary Agreement,
shall be
-24-
<PAGE>
governed by and construed and interpreted in accordance with the laws of the
State of New Jersey (other than as to its laws of arbitration which shall be
governed under the Federal Arbitration Act or other applicable federal law
pursuant to Section 6.3), irrespective of the choice of laws principles of the
State of New Jersey, as to all matters, including matters of validity,
construction, effect, enforceability, performance and remedies.
10.3 ASSIGNABILITY. Except as set forth in any Ancillary Agreement,
-------------
this Agreement and each Ancillary Agreement shall be binding upon and inure to
the benefit of the parties hereto and thereto, respectively, and their
respective successors and assigns; provided, however, that no party hereto or
-------- -------
thereto may assign its respective rights or delegate its respective obligations
under this Agreement or any Ancillary Agreement without the express prior
written consent of the other parties hereto or thereto.
10.4 THIRD PARTY BENEFICIARIES. Except for the indemnification
---------------------------
rights under this Agreement of any Intelligroup Indemnitee or SeraNova
Indemnitee in their respective capacities as such: (a) the provisions of this
Agreement and each Ancillary Agreement are solely for the benefit of the parties
and are not intended to confer upon any Person except the parties any rights or
remedies hereunder; and (b) there are no third party beneficiaries of this
Agreement or any Ancillary Agreement and neither this Agreement nor any
Ancillary Agreement shall provide any third person with any remedy, claim,
liability, reimbursement, claim of action or other right in excess of those
existing without reference to this Agreement or any Ancillary Agreement. No
party hereto shall have any right, remedy or claim with respect to any provision
of this Agreement or any Ancillary Agreement to the extent such provision
relates solely to the other party hereto or the members of such other party's
Group.
10.5 NOTICES. All notices or other communications under this
-------
Agreement or any Ancillary Agreement, except as may be specifically provided in
an Ancillary Agreement, shall be in writing and shall be deemed to be duly given
when: (a) delivered in person; or (b) deposited in the United States mail or
internationally recognized courier service, postage prepaid, addressed as
follows:
If to Intelligroup, to:
-----------------------
Intelligroup, Inc.
499 Thornall Street
Edison, New Jersey 08837
Attn: President
If to SeraNova, to:
-------------------
SeraNova, Inc.
499 Thornall Street
Edison, NJ 08837
Attn: President
-25-
<PAGE>
Any party may, by notice to the other party, change the address to which such
notices are to be given.
10.6 SEVERABILITY. If any provision of this Agreement or any
------------
Ancillary Agreement or the application thereof to any Person or circumstance is
determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions hereof or thereof, or the application of
such provision to Persons or circumstances or in jurisdictions other than those
as to which it has been held invalid or unenforceable, shall remain in full
force and effect and shall in no way be affected, impaired or invalidated
thereby, so long as the economic or legal substance of the transactions
contemplated hereby or thereby, as the case may be, is not affected in any
manner adverse to any party. Upon such determination, the parties shall
negotiate in good faith in an effort to agree upon such a suitable and equitable
provision to effect the original intent of the parties.
10.7 HEADINGS. The article, section and paragraph headings
--------
containedn this Agreement and in the Ancillary Agreements are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement or any Ancillary Agreement.
10.8 WAIVERS OF DEFAULT. Waiver by any party of any default by the
------------------
other party of any provision of this Agreement or any Ancillary Agreement shall
not be deemed a waiver by the waiving party of any subsequent or other default,
nor shall it prejudice the rights of the other party.
10.9 AMENDMENTS. No provisions of this Agreement or any Ancillary
----------
Agreement shall be deemed waived, amended, supplemented or modified by any
party, unless such waiver, amendment, supplement or modification is in writing
and signed by the authorized representative of the party against whom it is
sought to enforce such waiver, amendment, supplement or modification.
10.10 LATE PAYMENTS. Except as expressly provided to the contrary in
-------------
this Agreement or in any Ancillary Agreement, any amount not paid when due
pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or
otherwise invoiced or demanded and properly payable that are not paid within
thirty (30) days of such bill, invoice or other demand) shall accrue interest at
a rate per annum equal to six percent (6%).
* * * * *
-26-
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Contribution Agreement to
be executed by their duly authorized representatives.
INTELLIGROUP, INC.
By: /s/ Ashok Pandey
--------------------------
Name:
Title
SERANOVA, INC.
By: /s/ Raj Koneru
--------------------------
Name: Raj Koneru
Title CEO
[Signature Page to Contribution Agreement]
-27-
<PAGE>
LIST OF EXHIBITS AND SCHEDULES
------------------------------
SCHEDULES
---------
2.4 - Delayed Asset Transfers
2.7 - List or Properties
3.1 - Excluded Consents
7.1 - Individuals to Whom Offers Shall Be Made
EXHIBITS
--------
A - Ancillary Agreements
B - SeraNova Assets
C - SeraNova Balance Sheet
D - SeraNova Contracts
E - SeraNova Liabilities
F - Permitted Liens
G - Licensed Intellectual Property
H - Intercompany Debt
-28-
<PAGE>
SCHEDULE 2.4
------------
DELAYED ASSET TRANSFERS
o All assets of Intelligroup Asia Private Limited relating to its Internet
services and solutions business shall be transferred to Intelligroup India
Private Limited, a corporation organized under the laws of India, as soon as
practicable after the Closing Date.
o All of the equity interest owned by Intelligroup, Inc. or any of its
subsidiaries in Intelligroup India Private Limited and each of its
subsidiaries, if any, shall be transferred to SeraNova, Inc. as soon as
practicable after the Closing Date.
<PAGE>
SCHEDULE 2.7
------------
LIST OF PROPERTIES
<PAGE>
----------------------------------------------------------------------------
PERCENTAGE OF PREMISES
LOCATION AND/OR BRANCH ALLOCATED TO SERANOVA
----------------------------------------------------------------------------
499 Thornall Street 33.65%
Edison, New Jersey
----------------------------------------------------------------------------
10210 North 25th Avenue 100.0%
Phoenix, Arizona
----------------------------------------------------------------------------
9013 North 25th Avenue 100.0%
Suite 6
Phoenix, Arizona
----------------------------------------------------------------------------
9014 North 23rd Avenue 100.0%
Suite 1
Phoenix, Arizona
----------------------------------------------------------------------------
950 Tower Lane 70.0%
Suite 300
Foster City, California
----------------------------------------------------------------------------
9399 West Higgins Building 50.0%
Suite 810, 8th Floor
Rosemont, Illinois
----------------------------------------------------------------------------
691 North Squirrel Road 100.0%
Suite 175
Auburn Hills, Michigan
----------------------------------------------------------------------------
<PAGE>
SCHEDULE 3.1
------------
EXCLUDED CONSENTS
<PAGE>
EXCLUDED CONSENTS
------------------------------------------
CONTRACT DATE
------------------------------------------
AMERICAN EXPRESS 3/22/98
------------------------------------------
AUDI 1/1/99
------------------------------------------
HEWLETT PACKARD 2/4/99
------------------------------------------
LIQUIDPRICE INC. 8/13/99
------------------------------------------
VIGNETTE CORPORATION 9/29/99
------------------------------------------
VOLKSWAGEN OF AMERICA 1/1/99
------------------------------------------
<PAGE>
SCHEDULE 7.1
------------
INDIVIDUALS TO WHOM OFFERS SHALL BE MADE
<PAGE>
NA - North America, IND - India, AP - Asia Pacific, EUR - Europe
Number Organiz Code Title
ation
EMPLOYEE NAME
--------------------------------------------------------------------------------
1 IND A Keshav Narsipur Team Leader
2 IND A Mani Kandan Programmer
3 IND A Suneetha Madhukar Programmer
4 NA PHD Abhijit Barde Associate Software Engineer
5 NA PHD Akshay Shah Associate Software Engineer
6 NA PHA Alan Matsumoto Temporary
7 AP MC Alexander Frater Manager
8 AP MC Alistair McLeod Tennant Principal Consultant
9 IND Allam Bharath Reddy Programmer
10 NA PRD Allison Admin
11 AP APA Amanda Louise Talbot Typist Receptionist
12 IND Amit Agarwal Content Entry Analyst
13 NA PHD Anand Mani Software Engineer
14 NA NJD Anand Reddy Yedulla Software Engineer
15 IND Anand V Kothamangalam Content Entry Analyst
16 IND Anand Venkateshan Testing Analyst
17 NA PRA Andelin, Brian D. Finance
18 NA PRD Anderson, Dan Principal Consultant MC
19 AP MC Angela Mary Reynolds Principal Consultant
20 IND Aniesh Chawla Programmer
21 IND Anil Oggi Programmer
22 NA PHD Anil Singh Manager
23 IND Anita Subbiah Content Entry Analyst
24 AP MC Anthony Ian Culloden Principal Consultant
25 AP MC Anthony John Booth Manager
26 AP APA Anthony Michael Duffin Corporate Services Executive
27 NA PHD Anuradha Pandey Associate Software Engineer
28 NA PHD Arati Madhineni Associate Software Engineer
29 IND Aratikatla Shanti Programmer
30 IND Arjun Mukherjee Team Leader
31 IND Arun Gupta Programmer
32 NA PRD Asay, Taylor Software Engineer
33 IND Ashok Natrajan Programmer
34 IND DEL Ashutosh Yadav VP - Delivery
35 NA OPS Ashwin Royadurg Recruiting Manager
36 IND Babanbhai Abdul Raheem Programmer
37 NA PRD Baird, J. Russell Manager
38 NA DEL Balaji Kodali Associate Software Engineer
39 NA PRD Balaji Krishnamurthy Software Engineer
40 IND OPS Balaji Venkatachalam VP - Operations
41 IND Balasubramanian Programmer
Mariswaran
42 IND Balu Herbert Programmer
43 NA PHD Balu Srinivasan Software Engineer
44 AP MC Barend Keith Craig Manager
45 AP MC Barney Heslop Manager
<PAGE>
46 AP MC Barry Dennis Mawer Manager
47 AP APS Barry John Old Regional Account Director
48 AP APA Belinda Jane Boettcher Office Manager
49 IND Benoy Jose Programmer
50 AP VL Bernadine Clare Marwick Knowledge Manager
51 AP APA Beverley Anne Ellis Receptionist
52 NA PHD Bharat Agarwal Software Engineer
53 NA OPS Bharat Raju Recruting Manager
54 IND Bhaskar Prasad Mulugu Programmer
55 IND Bhaskar Rajagopal Team Leader
56 IND Bhaskar Reddy B V Programmer
57 IND Bheemi Krishna Mohan Programmer
58 NA PHD Biju Nair Software Engineer
59 IND Biju Ruhamma L Programmer
60 NA PHD Biswajit Sarkar Software Engineer
61 AP MC Brian Charles Bernon Principal Consultant
62 AP MC Brian Fair Principal Consultant
63 AP MC Bruce Tinsley Principal Consultant
64 AP MC Bruce Wood Manager
65 AP MC Bryce James Pottinger Manager
66 IND Bulusu Monmohanamurali S Content Entry Analyst
67 NA PHD Burton Machado Software Engineer
68 NA PRD Butler Melissa K. Interactive Designer
69 IND C Leena Rani Programmer
70 IND Candida Admin
71 NA PHA Carol Wright People Services Manager
72 NA PHD Carolyn Lim Software Engineer
73 NA FCD Chakib Jaber Software Engineer
74 IND Chandan Mishra Programmer
75 NA PHD Chandramohan Lingam Associate Software Engineer
76 IND Chirenjeevi MIS
77 EUR EUR Chris Managing Director - Europe
78 AP APA Christine Elizabeth Executive Assistant
Boonzaier
79 AP APA Christine Joan Nesbit Office Manager
80 NA DC Christopher Arokiraj Associate Software Engineer
81 AP MC Christopher Arthur Principal Consultant
Marshall
82 NA PHD Christopher Brinson Associate Software Engineer
83 AP MC Clare Louise Engel Principal Consultant
84 NA MKT Claudio Burgos Creative Director
85 AP MC Clifford John Blakely Principal Consultant
86 AP MC Colin Dinn Manager
87 AP APS Colin Graham Butler Regional Account Director
88 NA SOL Cooper, Tyler B. Manager
89 NA PRD Coronel, Carlos Associate Interactive
Designer
90 NA PRD Cragun, Brian B. Associate Content Analyst
91 IND D Kalyan Chakravarthi Programmer
92 NA VLM D.K. Chakravarthy Methodologist
93 IND Dasaradhi Agnihotram V S Programmer
94 NA OPS Dave Ferguson Recruiting Manager
95 AP MC David George Gale Principal Consultant
<PAGE>
96 AP MC David Hawkins Principal Consultant
97 AP MC David John Kelly Principal Consultant
98 NA PHD David Lyons Software Engineer
99 AP MC David Nigel Niven Principal Consultant
100 AP MC David Raine Oswald Principal Consultant
101 NA David Rogers Controller
102 NA PRD Davis, Matthew M. Interactive Designer
103 IND Debiprasad Benerjee Programmer
104 NA DEL Deep Vaswani Software Engineer
105 NA NJD Deepa Balaji Associate Software Engineer
106 IND Deepak S Agarwal Programmer
107 AP APS Denis Allan Parkinson Regional Account Manager
108 NA PHD Derek Au Software Engineer
109 AP MC Derek Paul Lister Principal Consultant
110 NA PHD Devanath Desikan Associate Software Engineer
111 NA PHD Devendra Kumar Associate Software Engineer
112 NA PHD Dhananjay Naniwadekar Associate Software Engineer
113 IND Dhanasekaran. K Programmer
114 NA SOL Dharma Katkuri Principal Consultant
115 NA SOL Donahue, Michael P. Director - Solutions
116 AP APM Donald Tristram Moore SVP - International
117 NA PHD Duane Matsen Software Engineer
118 IND Edward Samraj N Programmer
119 AP APS Eileen Wild Principal Consultant
120 NA NAM Elizabeth Massimo Admin. Assistant
121 NA PHD Eric Eckert Principal Software Engineer
122 NA PHD Fariza Ahsanuddin Associate Software Engineer
123 NA PRM Farr, Richard L. Director
124 NA MGT Fereshteh Azad Principal Consultant
125 AP MC Fiona Allan Office Manager
126 AP MC Francis Benedict Kelly Principal Consultant
127 AP MC Francisco Almeda TanKing Principal Consultant
128 AP MC Frederick Geoffrey Furkert Principal Consultant
129 AP APS Fredrick John Peter (Bill) Director - Australia
Boyd
130 NA SOL G.Venkat Principal Consultant
131 IND Gadde Ramesh Programmer
132 NA NJD Gajapathy Senthil Kumar Software Engineer
133 NA NJD Ganesh Nemmani Associate Software Engineer
134 NA PHD Ganeshbabu Subramanian Software Engineer
135 IND Ganti Subba Rao Admin
136 AP MC Gary Parker Principal Consultant
137 IND Gautam Deshpande Programmer
138 NA PRD Geary, Michael Interactive Architect
139 AP APA Genevieve Ruth Fraser Accountant
140 EUR EUR Geoff Baker Director Solutions - Europe
141 AP MC Geoffrey Allen Smith Principal Consultant
142 AP MC George Heatherwick Findlay Principal Consultant
143 IND George Korah MIS
144 NA AU George Moraetes Principal Consultant
145 NA PRD Gibbons, Thomas W. Manager
146 NA OPS Greg Killpack Recruiting Manager
<PAGE>
147 NA PRA Guilbert, Derrill E. IS
148 NA PHD Gunilla Sundstrom Manager
149 NA PHD Gunjan Vijayvergia Software Engineer
150 IND Guru Prasad Vinjamuri Programmer
151 IND Gurubachan Singh Sardar Programmer
152 NA VLM Gururaj Managuli Director - Methodology
153 NA PRD Hall, Craig Associate Content Analyst
154 IND Hari Babu Programmer
155 IND Harilal Kanakavalli Programmer
156 AP MC Harry Chopra Director Solutions Practice
157 IND Harsha Kiran Admin
158 AP APS Harvey David Calder Associate Director
159 NA PHD Himanshu Kohli Software Engineer
160 NA SOL Hitesh Seth Principal Consultant
161 NA PRA Hokanson, Amie Finance
162 NA PRD Hokanson, Nathan D. Software Engineer
163 IND I Stephen Mosses Programmer
164 AP MC Iain Michael Barraclough Principal Consultant
165 AP MC Ian Hamish Roderik Principal Consultant
McFadyen
166 AP APM Ian Hugh Taylor Managing Director - Asia
Pacific
167 AP APS Ian Johnson Director, Banking and
Finance
168 AP MC Ian Stewart Mawson Principal Consultant
169 IND J Sabesan Programmer
170 IND J V N D Prasad Team Leader
171 AP MC Jack Egon Boettcher Principal Consultant
172 NA MKT Jacobson, Rachel L. Marketing Executive
173 IND Jaffar Sulaimani Programmer
174 NA NJD Jaganadda Eluri Software Engineer
175 NA FCD Jagannath Jayapaul Software Engineer
176 IND Jagannathan Giridhar Testing Analyst
177 IND James Rozario Team Leader
178 AP MC Jan Jeremia Olivier Principal Consultant
179 NA OPS Jan Johnson Recruiting Manager
180 IND Jandhyala Kalyan Charavarthy
181 NA PRA Janelle Jackson Finance
182 IND Jasmit Singh Recruiter
183 NA AU Jay Krall Associate Director
184 IND Jaya Shankar Reddy P Content Entry Analyst
185 IND Jayaram Goli Programmer
186 IND Jayendaraj Ramamurthi Programmer
187 NA MKT Jeff Pasternak
188 NA NAS Jeff Schulmann Asssociate Director
189 AP APS Jeffrey Gordon Roberts Director - Asia
190 NA PRA Jennifer Receptionist
191 AP APA Jennifer Jane Wynne-Jones Payroll Administrator
192 NA PRA Jensen, Brea Human Resources
193 IND Jerome Amirtharaj Ua Team Leader
194 AP MC Jillian Kuch Human Resource Manager
195 IND Jitendra Kumar Rai Programmer
196 NA PRD Jochetz, Christopher Interactive Architect
<PAGE>
197 NA PHD Joe Jenkins Software Engineer
198 NA SOL Joe Postiglione Vice President -
Eprocurement
199 AP MC John Clive Emanuel Principal Consultant
200 AP MC John Edward Crisp Principal Consultant
201 NA NAS John Hardin Principal Consultant
202 NA SOL John Kimborough Manager
203 AP MC John Leslie Callcut Director, Projects
204 NA SOL John Lloyd Jones Principal Consultant
205 AP APS John Murray Downes Regional Account Manager
206 NA AU John Pas Principal Consultant
207 NA PRD Johnson, Clifford N. Content Analyst
208 AP MC Jonathan Mark Ashby Principal Consultant
209 NA PRD Jordan, Chris IS
210 Judith Rogerson Admin to CEO & VP Buss Dev
211 NA DEL Jyoti Nigam Business Analyst
212 IND K Shravan Kumar Programmer
213 NA Kala Bhatt Accounting
214 NA SOL Kalyan Subramaian Director
215 NA SOL Kanth Miriyala Associate Director
216 IND Kathiresan Palraj MIS
217 AP APA Kathleen Ann Warren Executive Assistant
218 AP APA Kathryn Young Principal Consultant
219 NA PHD Kaustubh Kunte Software Engineer
220 NA PHD Kaustubh Mule Software Engineer
221 IND Kavitha V Programmer
222 IND Kavitha Varahabhatla Programmer
223 AP APA Kenneth George Foulner Manager
224 AP MC Kerry Anne Trotter Regional Account Manager
225 AP MC Kevan Moran Principal Consultant
226 IND Khairunisa Begum Programmer
227 IND Kilambi.V. Ramanujam Testing Analyst
228 AP APS Kimberly Michelle Klasbeek Payroll Administrator
229 IND Kiran Kumar Gundimeda Programmer
230 IND Kiran Kumar Paladugu Programmer
231 NA PRD Kirkpatrick, Sam Principal Software Engineer
232 IND Kishore Lakshman Rajeti Programmer
233 NA PRD Knapp, Steven Principal Consultant MC
234 IND Koppisetti Suresh Kumar Programmer
235 IND Krishna Kanth Jandhyala Programmer
236 IND Krishna Kosuri Programmer
237 NA PHD Krishnamurthy Rajagopal Associate Software Engineer
238 NA NAS Kristen Costa Admin Assistant
239 IND Kumeta Vikram Programmer
240 NA PRD Laidig, Robert J. Software Engineer
241 NA DEL Lakshmi Narasimha Kota Software Engineer
242 IND Lakshmin Narasimhan Srivaths
243 NA PRD Larson, Brent Associate Content Analyst
244 AP MC Laurence Millar Director - Telecomm
245 NA PHD Laxmikant Dash Associate Software Engineer
246 AP APA Leslie Fearnley Principal Consultant
<PAGE>
247 Lisa Carnato Accounting
248 AP MC Lisa Jennifer Rickman Typist
249 NA PRD Lono, Erik N. Interactive Designer
250 NA PRD LuBean, Aaron R. Software Engineer
251 NA PRD LuBean, Jason I. Principal Software Engineer
252 IND M Laxmi Narayana MIS
253 IND Madan Mohan Reddy B Programmer
254 NA NJD Madhusmita Gupte Associate Software Engineer
255 IND Madhusudana Chittibhatta Programmer
256 NA DEL Mahendra Bairagi Associate Software Engineer
257 IND Mahesh Kumar Navale Programmer
258 IND Mallesh Kota Programmer
259 IND Maninder Singh Content Entry Analyst
260 NA PHD Manjula Tekal Software Engineer
261 IND Manoj Balraj BSA
262 NA MC Marcus Burrows Manager
263 AP MC Margery Jane Allison Principal Consultant
264 AP APA Maria Ann McKinley Manager
265 NA PHD Mark Bi Software Engineer
266 AP MC Mark Raymond Gordon Principal Consultant
267 NA NAS Mark Smith Regional Acct Mgr
268 AP MC Mark Thomas Turkington Regional Account Manager
269 AP MC Martin William Chambers Principal Consultant
270 NA NAS Matson, Jr. James E. Regional Account Manager
271 NA PHD Matthew Cronin Software Engineer
272 AP MCS Matthew Taylor Principal Consultant
273 NA PRA Maw, Kristin Finance
274 NA PRM Maw, Richard W. Director
275 NA PRD Mecham, David R. Associate Director
276 NA PHD Meena Gopakumar Principal Consultant MC
277 IND Mekala Srinivas Programmer
278 NA PHA Melody Vosgier Admin. Assistant
279 AP MC Michael Cartlidge Director - Solutions Asia
Pacific
280 AP MC Michael Colin Campbell Controller - Asia Pacific
281 AP MC Michael John Walls Principal Consultant
282 AP APA Michele Ruth West Principal Consultant
283 NA PHD Mike Dunn Associate Software Engineer
284 IND Mohan Kannapa Programmer
285 NA AU Morrell, Gregory D. Manager
286 NA PRD Moss, Nicolas Associate Content Analyst
287 IND Mothukuri Sridhar Content Entry Analyst
288 IND Motupalli Srinivas Rao Programmer
289 IND Mrudula Maddipati Programmer
290 NA PHD Mubasher Ahmed Software Engineer
291 IND Mudassir Hussain Md Programmer
292 NA DEL Munish Arora Associate Software Engineer
293 IND Murali Krishna Erramilli Programmer
294 NA PHD Murali Pallikonda Associate Software Engineer
295 NA DEL Murli Subramani Software Engineer
296 AP MC Murray Osborne Manager
297 IND Muthiah Palaniappa Programmer
<PAGE>
298 IND Naga Lanka MIS
299 IND Naga Raju Parsa Programmer
300 NA SOL Nagaraja Srivatsan Director
301 IND Nagaraju M Programmer
302 NA DEL Nageshwar Rao Sannidhanam Software Engineer
303 IND Nageswara Rao Paidi Programmer
304 NA PHD Nancy Cservak Principal Consultant MC
305 IND ProgrammerMurthy Upadhyayul S R
306 IND Narasimhaiah Narahari Programmer
307 NA PHD Nardesh Katoch Associate Software Engineer
308 IND Naresh Kumar G Programmer
309 NA NAS Neal Bischel Regional Account Director
310 IND Neeraj Vaddadi BSA
311 IND Neeraja A. Programmer
312 AP MC Neil Norman McDougall Principal Consultant
313 AP MC Neville Mercer Principal Consultant
314 NA PHD Nicholas Morisseau Principal Consultant MC
315 AP MC Nicola Charlotte Young Assistant Office Manager
316 NA MKT Nicole Altobello Marketing Assistant
317 AP MC Nigel Edwards Regional Account Manager
318 IND Nitin Kumar Bhatia Testing Analyst
319 NA PHD Noor Haq Software Engineer
320 IND Nuthikattu Sailaja Programmer
321 NA PHD Osmon Sukhera Software Engineer
322 IND P.V.U.Pavan Kumar Content Entry Analyst
323 IND Pagutharivu S Programmer
324 NA PRD Painter, Timothy D. Principal Software Engineer
325 IND Pankaj Hemnani Programmer
326 NA PHD Parag Matapurkar Software Engineer
327 IND Programmerhi V Neelishetty
328 IND Pardhasardhi V Neelishetty Programmer
329 IND Parul Gupta Programmer
330 NA NAS Pat Gardner Asssociate Director
331 NA PHA Patrick Kelly System Admin
332 IND Pawan Kumar Ramsastry Programmer
333 AP APA Peter Charles Bashford Manager
334 NA NAS Peter Evans Asssociate Director
335 AP APS Peter James Hicks Regional Account Manager
336 AP MC Peter Lindsay Smith Principal Consultant
337 IND Prabhakar K.M. Programmer
338 IND Prabhakar Kompella Team Leader
339 IND Pradeep Ramnath Iyer Programmer
340 IND Pradeep Sudhakar Joshi Programmer
341 NA PHD Prasad Samak Software Engineer
342 IND Prasann V.Nadgir Team Leader
343 IND Prasanna Karmarkar Programmer
344 NA NJD Prashant Gupte Senior Software Engineer
345 NA PHD Prashanth Chakrapani Software Engineer
346 IND Prashanth Mallikarjun Programmer
347 IND Pravas Ranjan Pattnayak Programmer
348 NA PHD Praveen Jhurani Associate Software Engineer
<PAGE>
349 IND Praveena Sridhara Content Entry Analyst
350 NA AU Prem Vedamuthu Principal Consultant
351 IND Pullamraju Harish Testing Analyst
352 IND R Rajashree Pathipaka Content Entry Analyst
353 IND R Subha Programmer
354 NA PHD Raghu Neelagiri Associate Software Engineer
355 NA Raj Koneru CEO
356 IND Rajagopalan Kasiraman Programmer
357 IND Rajarathinam Singaravelu Programmer
358 IND Rajashekar Reddy Programmer
359 NA PHD Rajashekhar Mukkavilli Associate Software Engineer
360 IND Rajendra Prasad Chadalavada
361 IND Rajesh Babu Sv Programmer
362 NA OPS Rajesh Iyer Recruiting Manager
363 IND Rajesh K Team Leader
364 IND Rajesh Yadali Programmer
365 NA PHD Rajmohan Kartha Associate Software Engineer
366 IND Ramaa Raghavan Testing Analyst
367 IND Ramachandran Dittavi.J. Testing Analyst
368 IND Ramakanth P B S V Programmer
369 IND Ramakrishnan Programmer
370 IND Ramana Murthy Programmer
371 IND Ramanuj Singh Programmer
372 NA PHD Rambabu Gonuguntla Associate Software Engineer
373 IND Ravi Goje Team Leader
374 IND Ravi Kiran G Programmer
375 IND Ravi Shankar L0Lla Programmer
376 NA Ravi Singh CFO
377 NA PHD Ravindra Mahajan Software Engineer
378 IND Ravindra Reddy Katukuri Programmer
379 IND Ravindrakumar Rasamsetti Testing Analyst
380 IND Ravindranath Y.V. Programmer
381 NA Richard Bevis VP, Marketing
382 NA SOL Richard Mclaren Manager
383 NA PHD Richard Reese Software Engineer
384 AP APS Richard Shenton Rice Principal Consultant
385 AP MC Richard Stephen Hatfield Principal Consultant
386 NA PHA Richard Verdugo System Admin
387 NA PRD Richey, Ronald H. Principal Consultant MC
388 NA PRD Richmond, Joe Interactive Designer
389 AP MC Robert Arthur Barclay Principal Consultant
390 AP MC Robert Ian Le Grice Principal Consultant
391 AP MC Robert Owen Barnes Principal Consultant
392 NA NAS Roger Comora Regional Account Manager
393 NA NJD Roger Thompson Associate Software Engineer
394 IND Rokala Tarkesh Reddy Programmer
395 NA OPS Rony Daniel Recruiting Manager
396 AP MC Russell John Rolland Principal Consultant
397 NA PRA Rymer, Randy L. Principal Software Engineer
398 IND S M Karthik Programmer
399 IND S Praveen Programmer
<PAGE>
400 IND S Rajesh Programmer
401 IND Sainath P Chawla Programmer
402 NA PHD Sairam Venkataraman Associate Software Engineer
403 IND Samuel Johnson Programmer
404 NA DEL Sandeep Ginde Software Engineer
405 IND Sangeeta Kour Testing Analyst
406 IND Sanjay Chaswal Programmer
407 NA PHD Sanjay Madaan Software Engineer
408 NA PHD Sanjay Rao Software Engineer
409 NA DEL Sanjay Sinha Software Engineer
410 NA DEL Santosh Ravindran Software Engineer
411 NA PHD Saptarshi Sen Software Engineer
412 IND Sathyanarayana Reddy V Programmer
413 IND Sathyaprasad K Programmer
414 NA DEL Satish Aditiwar Software Engineer
415 NA NAS Scoffield, Lance Regional Account Manager
416 NA AU Scott Crompton Director
417 IND Selvi Arulraj Testing Analyst
418 NA PHD Sendhil Chokkalingam Software Engineer
419 NA SOL Senthil Kunchithapatham Associate Director
420 IND Shaik Altaff Mohiddin Programmer
421 IND Shaik Mahammad Abbas Ali Testing Analyst
422 AP MC Sharon Ann Tait Principal Consultant
423 Sharon Barrien Accounting
424 NA DEL Sharon Glaser Principal Consultant
425 NA PHM Shashi Jasthi Director
426 IND Shashikanth Hanumanta Rao Programmer
427 IND Shibu Mathew Programmer
428 IND Shirmila Rani Thota Programmer
429 NA PHD Shyam Challapalli Associate Software Engineer
430 NA PHD Siva Chilukuri Software Engineer
431 NA PHD Siva Prasad Marella Associate Software Engineer
432 NA PRD Smith, Randall K. Principal Consultant MC
433 IND Smitha Puranik Programmer
434 IND Somayajulu Kolli.S.S.S Testing Analyst
435 IND Sonal J. Ashtikar Programmer
436 IND Sowmya Katragadda Programmer
437 NA PRD Spears, Kristin Principal Software Engineer
438 IND Sreejay Mullakandy Recruiting and Operations
Manager
439 IND Sreekant Gottimukkala Programmer
440 IND Sri Lakshmi Dronamraju Programmer
441 IND Sridhar Reddy Programmer
442 NA DC Sridhar Reddy Software Engineer
443 IND Sridhar Vamaraju Programmer
444 NA PHD Srikanth Katakam Software Engineer
445 IND Srikanth Murthy Programmer
446 IND Srikanth S Koneru Content Entry Analyst
447 IND Srinath Vamaraju Content Entry Analyst
448 NA PHD Srinivas Akkineni Associate Software Engineer
449 IND Srinivas Gullipalli Programmer
450 IND Srinivas Kumar Mukkamala Programmer
<PAGE>
451 NA PHD Srinivas Software Engineer
Nandamuri
452 IND Srinivas Pediredla Programmer
453 IND Srinivas Rao Ganti Programmer
454 IND Srinivas Tatavarthy Team Leader
455 IND Srinivas Veeramachaneni S Content Entry Analyst
456 NA PHD Srinivasan Rajamanickam Software Engineer
457 IND Sriram Muthugi Programmer
458 IND Sriram S Chari Testing Analyst
459 IND Sriram Swaminathan Programmer
460 IND Sriranjani Varadarajan Z Programmer
461 NA PHD Stefanie Sicard Associate Software Engineer
462 NA SOL Steven Hagler Director
463 AP APA Steven Heath Solution Practice Manager
464 NA PRD Stockett, Z. Ted Principal Software Engineer
465 NA PRD Stringham, Mark D. Associate Content Analyst
466 IND Subba Rao A.S.V Team Leader
467 IND Subbu Uppuluri Project Manager
468 NA PHD Subhajit Bhattacherjee Software Engineer
469 NA PHD Sudheer Mahankali Associate Software Engineer
470 IND Suman Srinivas Pothula Programmer
471 IND Sumathi Athuluri Programmer
472 NA PHD Sumit Sood Software Engineer
473 NA PRD Sumner, Richard E. Principal Consultant MC
474 IND Sundar Rajan S Testing Analyst
475 NA PHD Sunil Fernandes Programmer
476 IND Sunita Chary Recruiter
477 IND Suraj Prabhu Programmer
478 IND Surender Rao Katikineni Programmer
479 IND Sushanto Mukherjee Team Leader
480 IND Susheel Nair Programmer
481 NA PRD Swenson, Dawna S. Principal Consultant MC
482 IND Syed Amanullah Khan Team Leader
483 AP MC Tadeusz Jozef Gawor Manager
484 NA Tarun Chandra VP, Corp Strategy
485 NA NAS Teri Gallo Asssociate Director
486 AP MC Terry Adams Regional Account Manager
487 NA AU Terry Bradshaw Principal Consultant
488 NA AU Terry, Stephanie A. Principal Consultant
489 AP MC Thomas Michael Hunter Principal Consultant
490 AP MC Thomas Ward Bradshaw Operations Manager
491 NA PRD Thomas, Jennifer Manager
492 NA FCD Tim Lupton Software Engineer
493 NA DEL Tirumalesh Kowdlay Software Engineer
494 NA Tom Bernetich SVP, North America Sales
495 NA AU Troy Mclean Manager
496 IND Tummala Suresh Programmer
497 NA PHD Uday Pothakamury Associate Software Engineer
498 NA DEL Udipi Charya Software Engineer
499 IND Ugrappa Vinay.K. Programmer
500 IND INDA Unnamed Controller
501 IND INDA Unnamed Director - HR
<PAGE>
502 IND Upadyaula Raghu Programmer
503 IND Uppala Srikanth Testing Analyst
504 AP APS Utam Singh Pannu Principal Consultant
505 IND V Mahesh Yadav Programmer
506 IND V S Pavan Kumar Programmer
507 IND Vamsee Krishna Karumudi Content Entry Analyst
508 NA PRD Varkala, Venkat Software Engineer
509 IND Varun Kumar BSA
510 NA DC Venkatesh Kumar KirupakaranAssociate Software Engineer
511 NA PHD Venkatesh Rao Software Engineer
512 IND Venkatesh Sadagopan BSA
513 NA PHD Venkatesh Srinivas Rao Software Engineer
514 NA PHD Venkatesh Thirumalisamy Software Engineer
515 IND Venkateshwara Rao Programmer
516 NA NAS Venu Raghavan Account Manager
517 Veronica Soto Admin to Finance
518 AP MC Victor Ian Wardrop Principal Consultant
519 NA NAS Victoria Hedrick Account Manager
520 IND Vidhya M R Programmer
521 NA OPS Vidya Shaker Recruiting Manager
522 NA PHA Vijay Pulsani System Admin
523 IND Vijaya Kumar Rao Programmer
524 IND Vijaya Sarathi Tvr Programmer
525 IND TestinghAnalysteddy Talugul
526 IND Vikranth Pathak Programmer
527 NA PHD Vinay Bhat Software Engineer
528 NA DEL Vinayak Padaki Software Engineer
529 IND Vineesh Degapudi Programmer
530 NA DEL Vinod Mandhana Software Engineer
531 IND Visweshwar Rao M Programmer
532 AP MC Warren Topp Principal Consultant
533 AP OPS Willem Abraham Geerts Principal Consultant
534 AP MC William Johnson Director - Phillipines
535 NA PRD Wimmer, Jason Content Analyst
536 NA PRD Wing, Brent Principal Consultant MC
537 NA PRA Wuehler, Michael T. IS
538 IND Yerukala Chandra Programmer
539 NA PHD Yogendra Yadav Software Engineer
540 NA DEL Yuvraj Joshi Software Engineer
541 IND Zeenat Vastad Programmer
542 NA PRD Zimmerman, Joel Principal Consultant MC
543 NA FCA Zina Albano Admin. Assistant
<PAGE>
EXHIBIT A
---------
ANCILLARY AGREEMENTS
The term "Ancillary Agreements" includes the following agreements:
(i) Services Agreement;
(ii) Tax Sharing Agreement;
(iii) Space Sharing Agreement;
(iv) Distribution Agreement; and
(v) Promissory Note.
<PAGE>
EXHIBIT B
---------
SERANOVA ASSETS
The term "SeraNova Assets" includes:
o Assets Related to the Conduct of the SeraNova Business in the United States
by Intelligroup, Inc. (attached hereto):
o All of the equity interests of Intelligroup in the following companies:
1. NetPub;
2. Azimuth and each of its subsidiaries; and
3. Intelligroup India Private Limited and each of its subsidiaries.
<PAGE>
SERANOVA ASSETS
AS OF DECEMBER 31, 1999
(in thousands)
<TABLE>
<CAPTION>
ASSETS VALUE RECIPIENT CONTRIBUTING
ENTITY
SERANOVA INTELLIGROUP
<S> <C>
Current Assets:
Cash $ -
Accounts receivable, net of allowance for doubtful
accounts of $225 3,289
Unbilled services 2,872
Other current assets 185
----------
Total Current Assets 6,346
Property and equipment, net 1,072
Intangible assets, net -
Other assets -
Total Assets $ 7,418
==========
ASSETS VALUE RECIPIENT CONTRIBUTING
ENTITY
NETWORK NETWORK (1)
PUBLISHING PUBLISHING
Current Assets:
Cash $ 380
Accounts receivable, net of allowance for doubtful
accounts of $128 2,164
Unbilled services --
Other current assets 49
----------
Total Current Assets 2,593
Property and equipment, net 529
Intangible assets, net 3,492
Other assets --
Total Assets $ 6,614
==========
(1) Intelligroup will contribute 100% of outstanding Common Stock of Network Publishing.
ASSETS VALUE RECIPIENT CONTRIBUTING
ENTITY
AZIMUTH AZIMUTH (2)
Current Assets:
Cash $ 219
Accounts receivable, net of allowance for doubtful
accounts of $0 2,003
Unbilled services 808
Other current assets 117
----------
Total Current Assets 3,147
----------
Property and equipment, net 253
Intangible assets, net
Other assets 9
Total Assets $ 3,409
==========
(2) Intelligroup, Inc will contribute 100% of outstanding Common Stock of Azimuth.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSETS VALUE RECIPIENT CONTRIBUTING ENTITY
INDIA INTELLIGROUP
<S> <C>
Current Assets:
Cash $ 12
Accounts receivable, net of allowance for
doubtful accounts of $0
Unbilled services
Other current assets 379
----------
Total Current Assets 391
Property and equipment, net
intangible assets, net other assets 1,009
----------
Total Assets $ 1,400
==========
ASSETS VALUE RECIPIENT CONTRIBUTING ENTITY
UK INTELLIGROUP
Current Assets:
Cash
Accounts receivable, net of allowance for
doubtful accounts of $0
Unbilled services
Other current assets 39
----------
Total Current Assets 39
Property and equipment, net intangible
assets, net other assets
----------
Total Assets $ 39
==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPUTERS
Date Description Price
<S> <C> <C>
4/8/98 Scanner for Sastry & Zip Drive for Rajan Nair 287.45
4/30/98 Laptop for Bharat Raju 3,133.00
8/5/98 Desktops for ISS Projects 10,432.20
8/28/98 Desktops for Phoenix 22,174.44
8/28/98 Server for Phoenix 16,443.32
9/2/98 Laptop Accessories for Phoenix 2,244.29
9/2/98 Laptops, Memory, SW, Server, 6,751.15
for Phoenix
9/14/98 Laptops for Phoenix 15,982.72
9/17/98 Desktops for Phoenix 22,865.37
10/19/98 Desktops for Phoenix 31,649.23
10/29/98 PostOffice Upgrade and Maintenance for 2,295.00
Phoenix
11/11/98 Desktops for Phoenix 40,716.09
1/15/99 Desktops for Phoenix 22,207.81
1/19/99 Printer for Phoenix 1,573.70
1/25/99 Laptop Accessories for Sastry 557.84
3/10/99 Adtran CSU/DSU for Phoenix 671.00
3/11/99 Swiftsite Hardware Equipment for Phoenix 9,876.20
3/31/99 Server for Dharma 18,991.87
4/15/99 Laptops for Phoenix 9,052.53
4/26/99 Desktop for Phoenix 6,409.90
5/18/99 Laptops for Phoenix 29,441.87
5/24/99 Laptop for Scott Crompton 4,064.95
6/2/99 Laptop for Roger Comora 3,162.54
6/9/99 Token Ring Cards for Phoenix 964.24
6/10/99 Laptop for Arvind Ramachandran 3,841.21
6/11/99 Memory for Phoenix 1,227.56
6/15/99 PC Cards for Phoenix 616.06
6/21/99 Laptops for Phoenix 19,806.00
7/8/99 Desktops for Phoenix 20,260.90
7/8/99 Hub, Printer, Mice, Cartridges for Phoenix 1,626.15
7/12/99 Desktops for Phoenix 20,260.90
7/13/99 Hub for Phoenix 914.06
7/29/99 Desktop for Security System in Phoenix 563.99
7/29/99 Hard Drives for Phoenix 965.20
7/30/99 Turbo and Lan Cards for Phoenix 868.73
7/31/99 Laptop Purchase for ATD 3,572.00
8/4/99 Ethernet Cards for Phoenix 186.99
8/10/99 Laptop for Scott Crompton 3,762.22
8/13/99 Desktops for Phoenix 9,599.00
8/13/99 3Com Hub for Phoenix 955.39
8/16/99 CD Recorder for Arvind Ramamchandran 426.00
8/21/99 Memory for Laptops for ISS Consultants (3) 421.58
8/31/99 Laptop Purchase for ATD 2,156.00
8/31/99 Ethernet Card for ATD 616.20
9/8/99 Desktops for Phoenix Office 8,557.22
9/13/99 Desktops for Phoenix Office 17,114.42
9/16/99 Printer for Phoenix Office 1,468.41
9/22/99 Laptops for Phoenix Office 21,960.15
9/23/99 Laptop for Chakib Jaber 4,076.75
9/24/99 Memory for Phoenix Office 1,800.99
9/24/99 Token Ring Cards for Phoenix Office 230.00
9/24/99 Docking Station for Chakib Jaber 144.41
9/28/99 Server for ISS 5,039.01
9/29/99 Hub/PCI Cards for Phoenix Office 2,809.20
9/30/99 Port Switches/Mouse/Transceiver for Phoenix 3,503.30
TOTAL COMPUTERS 441,298.71
</TABLE>
FURNITURE INVENTORY
<TABLE>
<CAPTION>
Quantity Purchase
Count Total
<S> <C> <C>
Executive Desks* 6 35,880
Manager Desks* 19 79,610
Workstation/Desks** 49 131,320
Conference Tables*** 3 21,750
Sofa 1 894
Armchair 1 894
Total Edison 270,347
Quantity Purchase
Count Total
Managers Office 4 15,860
Support Workstations 59 146,910
Conference/Trainin Area 1 3,200
Conference Rooms 3 4,800
Additional Furniture 1 16,480
Total Phoenix 187,250
TOTAL FURNITURE & FIXTURES 457,597
</TABLE>
<PAGE>
TRANSFERRED INTELLECTUAL PROPERTY
1. All processes and methodologies related to SeraNova's Time-to-Market
approach.
2. All documents relating to SPEC Solution Frameworks, including I-Discover,
I-Supplier, I-Partner, I-Employee and I-Customer.
3. All documents outlining application development standards: (a) Java Coding
Standard; (b) Visual Basic Standard; (c) GUI Standard; and (d) PowerBuilder
Standard.
<PAGE>
Exhibit C
SERANOVA COMBINED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE NINE-MONTH
DECEMBER 31, PERIOD ENDED
DECEMBER 31, FOR THE YEARS ENDED MARCH 31,
1999 1998 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 611 $ 677 $ 368 $ 635
Accounts receivable, net of
allowance for doubtful
accounts of $353, $200, $207,
$127, $0, respectively 7,456 3,096 2,169 1,230
Unbilled services 3,680 900 252 4
Other current assets 769 286 112 41
------- -------- -------- --------
Total Current Assets 12,516 4,959 2,901 1,910
Property and equipment, net 2,863 816 315 492
Intangible assets, net 3,492 - - -
Other assets 9 - - -
------- -------- -------- --------
Total Assets $18,880 $ 5,775 $ 3,216 $ 2,402
======= ======== ======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term
debt $ 120 $ - $ - $ -
Notes payable to Parent 8,397 1,541 816 -
Accounts payable 872 526 276 137
Accrued payroll and related
Costs 1,551 1,039 965 997
Accrued expenses and
other liabilities 2,352 2,277 699 211
------- -------- -------- --------
Total Current Liabilities 13,292 5,383 2,756 1,345
Long-Term Debt, net
of current portion 618 -- 219 521
------- -------- -------- --------
Total Liabilities 13,910 5,383 2,975 1,866
Shareholders' Equity:
Preferred stock $.01 par value,
5,000,000 shares authorized,
none issued or outstanding - - - -
Common stock, $.01 par value,
40,000,000 shares authorized,
1,000 shares issued and
outstanding as of December 31,
1999 - - - -
Parent company investment 7,250 1,353 727 701
Currency Translation
Adjustment (34) 24 (53) 15
Accumulated deficit (2,246) (985) (433) (180)
------- -------- -------- --------
Total Shareholders' Equity 4,970 392 241 536
------- -------- -------- --------
Total Liabilities and
Shareholder's Equity $18,880 $ 5,775 $ 3,216 $ 2,402
======= ======== ======== ========
</TABLE>
EXHIBIT D
---------
SERANOVA CONTRACTS
<PAGE>
SERANOVA CONTRACTS
<TABLE>
<CAPTION>
CUSTOMER NAME DATE CUSTOMER NAME DATE
<S> <C> <C> <C>
Accident Compensation Corp 9/6/99 Mighty River Power 9/20/99
Agilent Inc. 12/6/99 Net Seed Development 5/11/99
Air New Zealand Limited 6/29/98 New Zealand Dairy Board 10/12/99
Altiris 2/5/99 New Zealand Police 11/8/99
American Express 3/22/98 North Shore City Council 9/8/99
Armstrong Inc. 9/15/99 Novell Electronic Marketing 6/28/99
Asian Terminals Inc 11/22/99 Novell, Inc. 2/9/99
Aspect Telecommunications 5/23/99 Ohgolly.com 9/16/99
Auckland City 10/12/99 Palmerston North CC 4/20/99
Audi 1/1/99 Penreco 3/8/99
Berli Jucker Public Company Ltd 12/19/99 Philippine National Oil 12/3/99
Big Planet 3/9/99 Philippines Long Distance 1/15/98
Canterbury Meat Packers Ltd 10/12/99 Phillip Morris Philippines 12/10/99
Cedenco Australia Limited 8/25/99 Powerco 10/21/99
Cerebos Gregg's Limited 8/25/99 PricewaterhouseCoopers 7/16/99
College Enterprises, Inc. 9/15/99 Rio Bravo Entertainment 2/5/99
Deloitte Touche Tomatsu 12/7/99 Royal Canadian Government 9/28/99
Department of Defence 8/5/99 Santa Cruz Operations 3/1/99
Department of Labour 9/30/99 Sento Corporation 7/15/99
Department of Lands 11/18/99 Simplot 4/1/99
Dominion Salt Limited 8/25/99 Tacit Group 11/15/99
EMI Music Publishing 1/4/99 Telecom New Zealand Limited 10/4/99
Fragomen, Del Rey & Bernsen 1/7/99 Telecom New Zealand Ltd 10/11/99
Genesis Power 4/6/99 Telephone Authority of Thailand 12/15/99
Globe Telecoms 12/7/99 Television New Zealand 8/2/99
Heinz Wattie's Australasia 8/26/99 The Forums Group 1/29/99
Hewlett Packard 2/4/99 The Slaymaker Group, Inc. 6/17/99
IAccess.com 3/22/99 The University of Auckland 10/18/99
IBM, Cable&Wireless A/c 10/18/99 TransAlta New Zealand Ltd 4/15/98
IHomeroom.com Corporation 9/17/99 US Cellular Corporation 10/6/99
Inland Revenue 8/30/99 Utah.com 1/6/99
Intermountain Health Care 9/14/99 Vignette Corporation 9/29/99
J.R. Simplot Company 6/9/99 Vilas Development Corporation 10/20/99
Liquidprice Inc. 8/13/99 Volkswagen of America 1/1/99
LWR Industries Limited 9/11/99 WebMethods, Inc. 9/16/99
McKesson Corporation 1/1/99 Work and Income NZ 11/12/99
Medical Assurance Society 11/15/99 Zuellig Pharma 7/30/99
Merrill, Scott and Associate 2/3/99 Zuellig Pharma Corporation 12/6/98
</TABLE>
<PAGE>
EXHIBIT E
---------
SERANOVA LIABILITIES
The term "SERANOVA LIABILITIES" includes:
Liabilities assumed from Intelligroup, Inc. with respect to the conduct of
SeraNova Business in the United States (attached hereto):
<PAGE>
SERANOVA LIABILITIES
<TABLE>
<CAPTION>
LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY
SeraNova Intelligroup
<S> <C>
Current Liabilities:
Current portion of long-term debt $ -
Notes payable to Parent 6,880
Accounts payable -
Accrued payroll and related costs 836
Accrued expenses and other liabilities 682
----------
Total Current Liabilities 8,398
Long-Term Debt, net of current portion --
----------
Total Liabilities $ 8,398
==========
LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY
Network Publishing Network Publishing (1)
Current Liabilities:
Current portion of long-term debt $ 120
Notes payable to Parent 45
Accounts payable 53
Accrued payroll and related costs 206
Accrued expenses and other liabilities 591
----------
Total Current Liabilities 1,015
Long-Term Debt, net of current portion 618
----------
Total Liabilities $ 1,633
==========
(1) Intelligroup will contribute 100% of outstanding Common Stock of Network
Publishing.
LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY
Azimuth Azimuth (2)
Current Liabilities:
Current portion of long-term debt $ -
Notes payable to Parent 1,389
Accounts payable 573
Accrued payroll and related costs 505
Accrued expenses and other liabilities 1,079
----------
Total Current Liabilities 3,546
Long-Term Debt, net of current portion --
----------
Total Liabilities $ 3,546
==========
(2) Intelligroup, Inc will contribute 100% of outstanding Common Stock of
Azimuth.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY
India Intelligroup
<S> <C>
Current Liabilities:
Current portion of long-term debt
Notes payable to Parent
Accounts payable 195
----------
Accrued payroll and related costs
Accrued expenses and other liabilities
Total Current Liabilities 195
Long-Term Debt, net of current portion --
----------
Total Liabilities $ 195
==========
LIABILITIES VALUE RECIPIENT CONTRIBUTING ENTITY
UK Intelligroup
Current Liabilities:
Current portion of long-term debt
Notes payable to Parent 83
Accounts payable 51
Accrued payroll and related costs 4
Accrued expenses and other liabilities --
----------
Total Current Liabilities 138
Long-Term Debt, net of current portion --
----------
Total Liabilities $ 138
==========
</TABLE>
<PAGE>
EXHIBIT F
---------
PERMITTED LIENS
o Liens granted to PNC Bank N.A. pursuant to that certain Revolving Credit Loan
Agreement dated January 29, 1999 and the First Amendment to Revolving Credit
Loan Agreement dated January 26, 2000.
<PAGE>
EXHIBIT G
---------
LICENSED INTELLECTUAL PROPERTY
1. All processes and tools related to 4 Sight Methodology.
2. All documents outlining the software selection process including, Business
Process Templates, Flow Process Diagrams and Organizational Chart Templates.
<PAGE>
EXHIBIT H
---------
INTERCOMPANY DEBT
<PAGE>
INTERCOMPANY DEBT
SeraNova has a loan payable to Intelligroup as of December 31, 1999, in
the amount of $8,397,000. Additional amounts may become payable to Intelligroup
stemming from income taxes and/or cash flow requirements for the periods
subsequent to December 31, 1999 and prior to proposed spin-off. A note bearing
an interest rate equal to the current prime rate will be negotiated prior to the
proposed spin-off.