Agreement - INTELLIGROUP INC - 6-13-1997

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Agreement - INTELLIGROUP INC - 6-13-1997 Powered By Docstoc
					EXHIBIT 10.24 AGREEMENT OF WAIVER AND CONSENT This Agreement of Waiver and Consent (the "Agreement") is made as of June 6, 1997, by and among Intelligroup, Inc., a New Jersey corporation (the "Company" or "Intelligroup"). Ashok Pandey, Rajkumar Koneru and Nagarjun Valluripalli (collectively, the "Shareholders"), and Summit Ventures IV, L.P. and Summit Investors III, L.P. (collectively, "Summit"). WHEREAS, Intelligroup, the Shareholders and Summit are parties to that certain Registration Rights Agreement dated as of April 10, 1996 (the "Registration Rights Agreement"); and WHEREAS, the Board of Directors of Intelligroup has approved a proposed public offering of the Common Stock of Intelligroup (the "Offering"), in which the Company proposes to issue and sell up to 1,150,000 shares of its authorized but unissued Common Stock; and WHEREAS, as a condition precedent to the consummation of the Offering, certain waivers and amendments are necessary to the Registration Rights Agreement; NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. WAIVER OF CERTAIN REGISTRATION RIGHTS. Effective upon the date hereof, Summit hereby agrees to waive any and all registration rights which they may have as to the Offering. 2. TERMINATION UPON CANCELLATION OF OFFERING; REVERSION. In the event (i) the Company does not consummate the Offering by August 31, 1997, (ii) the Offering is not consummated within ten days of its effectiveness or (iii) upon an earlier determination by the Company to terminate the Offering, this Agreement shall be terminated and deemed to be of no further force and effect. 3. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. 4. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of any of the parties.

5. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipt made therefor by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or registered mail with postage prepaid to the addresses shown below, on the third business day after the date postmarked. If to the Company: Intelligroup, Inc. 517 Route One South Iselin, New Jersey 08830 Copy to: Buchanan Ingersoll 500 College Road East Princeton, New Jersey 08540 If to Summit: Summit Partners 600 Atlantic Avenue Boston, Massachusetts 02210-2227 Copy to: Hutchins, Wheeler & Dittmar, A Professional Corporation 100 Federal Street Boston, Massachusetts 02110 Attention: James Westra, Esq. 6. SEVERABILITY. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. -2-

7. AMENDMENT. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 8. INTEGRATION AND ENTIRE AGREEMENT. Except as provided in this Agreement, the Registration Rights Agreement and documents and agreements contemplated thereby and all of their respective terms and provisions, as amended by (i) that certain Agreement of Waiver and Consent dated June 4, 1996, and (ii) that certain Amendment No. 1 to Agreement of Waiver and Consent dated July 12, 1996, remain in full force and effect. ******** -3-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. INTELLIGROUP, INC.
By: /s/ -------------------------------------Ashok Pandey President and Chief Executive Officer

SUMMIT VENTURES IV, L.P. By: SUMMIT PARTNERS IV, L.P. Its General Partner By: Stamps, Woodsum & Co., IV, Its General Partner
By: /s/ -------------------------------------Its General Partner

SUMMIT INVESTORS III, L.P.
By: /s/ -------------------------------------Authorized Signatory

INDIVIDUALS
/s/ -------------------------------------Ashok Pandey

/s/ -------------------------------------Rajkumar Koneru

/s/ -------------------------------------Nagarjun Valluripalli

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EXHIBIT 11 INTELLIGROUP, INC. AND SUBSIDIARIES COMPUTATION OF PER SHARE EARNINGS
THREE MONTHS ENDED MARCH 31, --------------------------1996 1997 --------------------$ 227,000 $ 837,000 =========== =========== 12,203,000 1,534,000 ----------13,737,000 =========== $ 0.02 =========== 10,736,000 153,000 ----------10,889,000 =========== $ 0.08 ===========

Net income (loss)..................... Weighted average shares outstanding......................... Incremental shares considered outstanding (1)..................... Shares used in per share calculation......................... Net income (loss) per share...........

YEAR ENDED DECEMBER 31, --------------------------1995 1996 --------------------$(1,059,000) $ 793,000 =========== =========== 12,203,000 1,534,000 ----------13,737,000 =========== $ (0.08) =========== 9,729,000 1,260,000 ----------10,989,000 =========== $ 0.07 ===========

(1) Pursuant to the requirements of the Securities and Exchange Commission, stock options and warrants issued by the Company during the twelve months immediately preceding the initial public offering have been included in computing net income (loss) per share as if they were outstanding for all periods using the treasury stock method.

EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To Intelligroup, Inc.: As independent public accountants, we hereby consent to the use of our report and all references to our firm included in or made part of this registration statement. ARTHUR ANDERSEN LLP Princeton, New Jersey June 13, 1997

ARTICLE 5 CIK: 0001016439 NAME: INTELLIGROUP, INC.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 JAN 01 1996 DEC 31 1996 7,479,000 0 8,538,000 546,000 0 19,756,000 1,524,000 243,000 21,262,000 4,043,000 0 0 0 107,000 17,055,000 21,262 47,189,000 47,189,000 33,605,000 33,605,000 9,908,000 0 1,235,000 2,441,000 500,000 1,941,000 0 1,148,000 0 793,000 0.07 0.07

ARTICLE 5 CIK: 0001016439 NAME: INTELLIGROUP, INC.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

3 MOS DEC 31 1997 JAN 01 1997 MAR 31 1997 5,330,000 0 6,891,000 523,000 0 19,210,000 2,571,000 299,000 21,856,000 3,804,000 0 0 0 107,000 17,892,000 21,856,000 15,738,000 15,738,000 11,336,000 11,336,000 3,086,000 0 (79,000) 1,395,000 558,000 837,000 0 0 0 837,000 0.08 0.08


				
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