Exhibit 10.7
20TH MAY 2002
WARBURG PINCUS PRIVATE EQUITY VIII, ▇.▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNATIONAL PARTNERS, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ NETHERLANDS INTERNATIONAL PARTNERS I, ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ NETHERLANDS INTERNATIONAL PARTNERS II, CV
BRITISH AIRWAYS PLC
WNS (HOLDINGS) LIMITED
=============================
REGISTRATION RIGHTS AGREEMENT
RELATING TO
WNS (HOLDINGS) LIMITED
=============================
CLAUSE PAGE
1. DEFINITIONS............................................ 3
2. REQUIRED REGISTRATIONS................................. 5
3. INCIDENTAL REGISTRATION................................ 6
4. REGISTRATION PROCEDURES................................ 7
5. ALLOCATION OF EXPENSES................................. 8
6. INDEMNIFICATION AND CONTRIBUTION....................... 9
7. INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING.. 11
8. INFORMATION BY HOLDER.................................. 11
9. STAND-OFF AGREEMENT.................................... 11
10. LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS.......... 12
11. RULE 144 REQUIREMENTS.................................. 12
12. MERGERS, ETC........................................... 12
13. TERMINATION............................................ 13
14. TRANSFERS OF RIGHTS.................................... 13
15. GENERAL................................................ 13
16. ENTIRE AGREEMENT....................................... 14
17. AMENDMENTS AND WAIVERS................................. 14
18. COUNTERPARTS........................................... 14
19. SEVERABILITY........................................... 14
20. GOVERNING LAW.......................................... 14
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THIS
REGISTRATION RIGHTS AGREEMENT is made on 20th May 2002
BETWEEN:
(1) WARBURG, ▇▇▇▇▇▇ PRIVATE EQUITY VIII, L.P., constituted as a limited
partnership in Delaware, USA, and whose principal place of business is at
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇ (WPPE);
(2) WARBURG, ▇▇▇▇▇▇ INTERNATIONAL PARTNERS, L.P., constituted as a limited
partnership in Delaware, USA, and whose principal place of business is at
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇ (WPIP);
(3) WARBURG, ▇▇▇▇▇▇ NETHERLANDS INTERNATIONAL PARTNERS I, CV., constituted as a
Commanditaire Ventooschap in Holland, and whose principal place of business
is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇ (WPNIP(1));
(4) WARBURG, ▇▇▇▇▇▇ NETHERLANDS INTERNATIONAL PARTNERS II, CV., constituted as
a Commanditaire Ventooschap in Holland, and whose principal place of
business is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇
(WPNIP(2))
(5) BRITISH AIRWAYS PLC, a company incorporated in England and Wales
(Registered No: 01777777) and having its registered office at Waterside, ▇▇
▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (▇▇); and
(6) WNS (HOLDINGS) LIMITED, a company incorporated in Jersey (Registered No:
82262) and having its registered office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the COMPANY).
WHEREAS:
(A) The Investors, BA, the Company and WNS (Mauritius) Limited have entered
into an Investment Agreement dated of even date herewith (the INVESTMENT
AGREEMENT).
(B) The Company and the Concerned Shareholders (as defined below) desire to
provide for certain arrangements with respect to the registration of the
ordinary shares in the capital of the Company under the Securities Act (as
defined below).
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, the parties agree as follows:
DEFINITIONS
1. As used in this Agreement, the following terms shall have the following
respective meanings:
BA GROUP shall have the meaning set out in the Investment Agreement;
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BUSINESS DAY means a day (other than a Saturday or a Sunday) on which Banks
generally are open for Business in New York and London;
COMMISSION means the United States Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act;
CONCERNED SHAREHOLDERS means each of the Investors and BA or the relevant member
of its group (save that, in relation to Section 2, BA or the relevant member of
its group will only be a CONCERNED SHAREHOLDER for so long as it holds not less
than 20% of the Company's Shares calculated on a fully diluted basis) and any
persons or entities to whom the rights granted under this Agreement are
transferred by the Investors or BA, as applicable, pursuant to Section 14 hereof
and their successors and CONCERNED SHAREHOLDER shall mean any one of them;
EXCHANGE means any securities exchange or nationally recognised quotation system
on which similar securities issued by the Company are listed;
EXCHANGE ACT means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission issued under such Act,
as they each may, from time to time, be in effect;
INVESTORS means each of WPPE, WPIP, WPNIP(1) and WPNIP(2) and their successors
pursuant to Section 14 hereof;
REGISTRABLE SHARES means all Shares held or thereafter acquired by a Concerned
Shareholder including, (i) any Shares issued to, subscribed for or purchased by
the Investors or BA in accordance with the Investment Agreement, (ii) any Shares
issued or issuable upon the conversion or exercise of any other securities
acquired by a Concerned Shareholder pursuant to the Investment Agreement, (iii)
any Shares issued to, issuable to or acquired by a Concerned Shareholder as a
result of the exercise by them of any statutory or contractual pre-emptive, tag
along, first offer or other similar right, and (iv) any other Shares issued in
respect of such Shares (because of share splits, stock dividends,
reclassifications, recapitalizations, or similar events) and provided, however,
that Shares which are Registrable Shares shall cease to be Registrable Shares
(i) upon any sale pursuant to a Registration Statement or Rule 144 under the
Securities Act, (ii) on such date as such Registrable Shares could be sold
pursuant to Rule 144(k) or (iii) upon any sale in any manner to a person or
entity which, by virtue of Section 14 of this Agreement, is not entitled to the
rights provided by this Agreement;
REGISTRATION STATEMENT means a registration statement filed by the Company with
the Commission for a public offering and sale of Shares (other than a
registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form F-4, their successors, any
other form for a similar limited purpose or any registration statement covering
only securities proposed to be issued in exchange for securities or assets of
another corporation);
REGISTRATION EXPENSES means the expenses described in Section 5;
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SECURITIES ACT means the United States Securities Act of 1933, as amended, and
the rules and regulations of the Commission issued under such Act, as they each
may, from time to time, be in effect;
SHARES means the issued ordinary shares of the Company for the time being and
from time to time; and
The GBP symbol shall refer to the lawful currency, for the time being, of the
United Kingdom.
REQUIRED REGISTRATIONS
2.(a) At any time after the closing of the Company's first underwritten public
offering pursuant to a Registration Statement, a Concerned Shareholder or
Concerned Shareholders may request the Company, in writing, to effect the
registration on Form F-1 or F-2 (or any similar or successor form for
which the Company then qualifies) of Registrable Shares. Upon receipt of
any such request, the Company shall promptly give written notice of such
proposed registration to all Concerned Shareholders. Such Concerned
Shareholders shall have the right, by giving written notice to the Company
within thirty (30) days after the Company provides its notice, to elect to
have included in such registration such of their Registrable Shares as
such Concerned Shareholders may request in such notice of election
provided that if the underwriter (if any) managing the offering determines
that, because of marketing factors, all of the Registrable Shares
requested to be registered by all Concerned Shareholders may not be
included in the offering, then all Concerned Shareholders who have
requested registration shall participate in the registration pro rata
based upon the number of Registrable Shares which they have requested to
be so registered. Thereupon, the Company shall, as expeditiously as
possible, use reasonable efforts to effect the registration on Form F-1 or
F-2 (or any similar or successor form for which the Company then
qualifies) of all Registrable Shares which the Company has been requested
to so register; provided that the Company shall not be required to effect
any registration of Registrable Shares unless Registrable Shares are
offered at an aggregate proposed offering price net of underwriting
commissions of at least GBP5,000,000 or, such other amount that all the
parties hereto shall agree; provided, however, any such agreed amount
shall not conflict with any relevant legislation or any rules of the
relevant Exchange.
(b) At any time after the Company becomes eligible to file a Registration
Statement on Form F-3 (or any similar or successor form for which the
Company then qualifies relating to secondary offerings), a Concerned
Shareholder or Concerned Shareholders may request the Company, in writing,
to effect the registration on Form F-3 (or any similar or successor form
for which the Company then qualifies) of Registrable Shares. Upon receipt
of any such request, the Company shall promptly give written notice of
such proposed registration to all Concerned Shareholders. Such Concerned
Shareholders shall have the right, by giving written notice to the Company
within thirty (30) days after the Company provides its notice, to elect to
have
Page 5
included in such registration such of their Registrable Shares as such
Concerned Shareholders may request in such notice of election provided
that if the underwriter (if any) managing the offering determines that,
because of marketing factors, all of the Registrable Shares requested to
be registered by all Concerned Shareholders may not be included in the
offering, then all Concerned Shareholders who have requested registration
shall participate in the registration pro rata based upon the number of
Registrable Shares which they have requested to be so registered.
Thereupon, the Company shall, as expeditiously as possible, use reasonable
efforts to effect the registration on Form F-3 (or any similar or
successor form for which the Company then qualifies) of all Registrable
Shares which the Company has been requested to so register; provided that
the Company shall not be required to effect any registration of
Registrable Shares unless Registrable Shares are offered at an aggregate
proposed offering price net of underwriting commissions of at least
GBP1,000,000 or, such other amount that all the parties hereto shall
agree; provided, however, any such agreed amount shall not conflict with
any relevant legislation or any rules of the relevant Exchange;
(c) The Company shall not be required to effect:
(i) more than two registrations pursuant to paragraph (a) above;
(ii) more than two registrations in any twelve month period pursuant to
paragraph (b) above; and
(ii) in any event, in the case where the relevant Concerned Shareholder
requesting the registration is BA (or a member of the BA Group),
more than one registration in any twelve month period pursuant to
paragraph (a) or (b) above;
provided, however, that, in each case, no Concerned Shareholder may make
more than one request in any six month period; and
(d) If at the time of any request to register Registrable Shares pursuant to
this Section 2, the Company is engaged or has fixed plans to engage within
sixty (60) days of the time of the request in a registered public offering
as to which the Concerned Shareholders may include Registrable Shares
pursuant to Section 3 or is engaged in any other activity which, in the
good faith determination of the Company's Board of Directors, would be
adversely affected by the requested registration then the Company may at
its option direct that such request be delayed for a period not in excess
of six months from the effective date of such offering or, in the case of
any such activity, the date such request, as the case may be, such right
to delay a request to be exercised by the Company not more than once in
any twelve month period.
INCIDENTAL REGISTRATION
3.(a) Whenever the Company proposes to file a Registration Statement, it will,
prior to such filing, give written notice to all Concerned Shareholders of
its intention to do so. Upon the written request of any Concerned
Shareholder or
Page 6
Concerned Shareholders given within five Business Days after the Company
provides such notice (which request shall state the intended method of
disposition of such Registrable Shares), the Company shall use its
reasonable efforts to cause all Registrable Shares which the Company has
been requested by such Concerned Shareholder or Concerned Shareholders to
register to be included in each Registration Statement to the extent
necessary to permit their sale or other disposition in accordance with the
intended methods of distribution specified in the request of such
Concerned Shareholder or Concerned Shareholders provided, however, that
the Company shall have the right to postpone or withdraw any registration
effected pursuant to this Section 3 without obligation to any Concerned
Shareholder.
(b) In connection with any registration under this Section 3 involving an
underwriting, the Company shall not be required to include any Registrable
Shares in such registration unless the holders thereof accept the terms of
the underwriting as agreed upon between the Company and the underwriters
selected by it (provided that such terms must be consistent with this
Agreement). If, in the opinion of the managing underwriter, it is
appropriate because of marketing factors and in order for the Company to
sell securities in the offering within a price range acceptable to the
Company to limit the number of Registrable Shares to be included in the
offering, then the Company shall be required to include in the
registration only that number of Registrable Shares, if any, which the
managing underwriter believes could be included therein provided, however,
that no persons or entities other than the Company and the Concerned
Shareholders shall be permitted to include securities in the offering. If
the number of Registrable Shares and other Shares to be included in the
offering in accordance with the foregoing is less than the total number of
shares which the holders of Registrable Shares have requested to be
included, then the holders of Registrable Shares who have requested
registration shall participate in the registration pro rata to the number
of Shares requested to be included in the offering by such holder of
Registrable Shares.
REGISTRATION PROCEDURES
4. If and whenever the Company is required by the provisions of this
Agreement to use its best efforts to effect the registration of any of the
Registrable Shares under the Securities Act, the Company shall:
(a) file with the Commission a Registration Statement with respect to such
Registrable Shares and use its reasonable efforts to cause that
Registration Statement to become effective and remain effective;
(b) as expeditiously as possible prepare and file with the Commission any
amendments and supplements to the Registration Statement and the
prospectus included in the Registration Statement as may be necessary to
keep the Registration Statement effective until the earlier of the sale of
all Registrable Shares covered thereby or 90 days after the effective date
thereof;
Page 7
(c) as expeditiously as possible furnish to each selling Concerned Shareholder
such reasonable numbers of copies of the prospectus, including a
preliminary prospectus, in conformity with the requirements of the
Securities Act and such other documents as the selling Concerned
Shareholder may reasonably request in order to facilitate the public sale
or other disposition of the Registrable Shares owned by the selling
Concerned Shareholder; and
(d) as expeditiously as possible use its reasonable efforts to register or
qualify the Registrable Shares covered by the Registration Statement under
the securities or Blue Sky laws of such states as the selling Concerned
Shareholders shall reasonably request and do any and all other acts and
things that may be necessary or desirable to enable the selling Concerned
Shareholders to consummate the public sale or other disposition in such
states of the Registrable Shares owned by the selling Concerned
Shareholder provided, however, that the Company shall not be required in
connection with this paragraph (d) to qualify as a foreign corporation or
execute a general consent to service of process in any jurisdiction.
If the Company has delivered preliminary or final prospectuses to the selling
Concerned Shareholders and after having done so the prospectus is amended to
comply with the requirements of the Securities Act or because the prospectus
contains a material misstatement or omission, the Company shall promptly notify
the selling Concerned Shareholders, and, if requested, the selling Concerned
Shareholders shall immediately cease making offers of Registrable Shares and
return all prospectuses to the Company. The Company shall promptly provide the
selling Concerned Shareholders with revised prospectuses and, following receipt
of the revised prospectuses, the selling Concerned Shareholders shall be free to
resume making offers of the Registrable Shares.
ALLOCATION OF EXPENSES
5. The Company will pay all Registration Expenses of all registrations under
this Agreement provided, however, that if a registration under Section 2 is
withdrawn at the request of the Concerned Shareholders requesting such
registration (other than as a result of information concerning the business or
financial condition of the Company which is made known to the Concerned
Shareholders after the date on which such registration was requested) and if the
requesting Concerned Shareholders elect not to have such registration counted as
a registration effected by the Company or requested by the Concerned
Shareholders under Section 2, the requesting Concerned Shareholders shall pay
the Registration Expenses of such registration pro rata in accordance with the
number of their Registrable Shares included in such registration. For purposes
of this Section 5, the term "Registration Expenses" shall mean all expenses
incurred by the Company in complying with this Agreement, including, without
limitation, all registration and filing fees, exchange listing fees, printing
expenses, road show expenses, fees and expenses of any consultants or experts
retained by the Company in connection with such registration, fees and expenses
of counsel for the Company and the fees and expenses of one counsel selected by
the selling Concerned Shareholders to represent the selling Concerned
Shareholders, state Blue Sky fees and expenses (if any), fees and expenses of
the Company's independent
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auditors but excluding underwriting discounts, selling commissions and the fees
and expenses of selling Concerned Shareholders' own counsel (other than the
counsel selected to represent all selling Concerned Shareholders).
INDEMNIFICATION AND CONTRIBUTION
6.(a) In the event of any registration of any of the Registrable Shares under
the Securities Act pursuant to this Agreement, the Company will to the
extent permitted by law indemnify and hold harmless the seller of such
Registrable Shares, each underwriter of such Registrable Shares and each
other person, if any, who controls such seller or underwriter within the
meaning of the Securities Act or the Exchange Act against any losses,
claims, damages or liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities
Act, the Exchange Act, state securities or Blue Sky laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any
Registration Statement under which such Registrable Shares were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained in the Registration Statement, or any amendment or supplement to
such Registration Statement, or arise out of or are based upon the
omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
and the Company will reimburse such seller, underwriter and each such
controlling person for any legal or any other expenses reasonably incurred
by such seller, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or
action provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any untrue statement or omission made in such
Registration Statement, preliminary prospectus or final prospectus, or any
such amendment or supplement, in reliance upon and in conformity with
information furnished to the Company, in writing, by or on behalf of such
seller, underwriter or controlling person specifically for use in the
preparation thereof provided that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage, liability or
other expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission in such
Registration Statement, preliminary prospectus or final prospectus, if
such untrue statement or alleged untrue statement, omission or alleged
omission is completely corrected in an amendment or supplement to the
preliminary or final prospectus and the Concerned Shareholder thereafter
fails to deliver such preliminary or final prospectus as so amended or
supplemented prior to or concurrently with the sale of Registrable Shares
to the person asserting such loss, claim, damage, liability or expense
after the Company had furnished such Concerned Shareholder with a
sufficient number of copies of the same. Such indemnity shall not apply to
amounts paid in settlement of any loss, claim, damage, liability or action
is such settlement is effected without the consent of the Company.
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(b) In the event of any registration of any of the Registrable Shares under
the Securities Act pursuant to this Agreement, each seller of Registrable
Shares, severally and not jointly, will indemnify and hold harmless the
Company, each of its directors and officers and each underwriter (if any)
and each person, if any, who controls the Company or any such underwriter
within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages or liabilities, joint or several, to which the
Company, such directors and officers, underwriter or controlling person
may become subject under the Securities Act, Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement under which such Registrable
Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or
any amendment or supplement to the Registration Statement, or arise out of
or are based upon any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading, if the statement or omission was made in reliance
upon and in conformity with information relating to such seller furnished
in writing to the Company by or on behalf of such seller specifically for
use in connection with the preparation of such Registration Statement,
prospectus, amendment or supplement provided, however, that the
obligations of each Concerned Shareholders hereunder shall be limited to
an amount equal to the proceeds to such Concerned Shareholder of
Registrable Shares sold in connection with such registration.
(c) Each party entitled to indemnification under this Section 6 (the
INDEMNIFIED PARTY) shall give notice to the party required to provide
indemnification (the INDEMNIFYING PARTY) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defence of
any such claim or any litigation resulting therefrom provided, however,
that counsel for the Indemnifying Party, who shall conduct the defence of
such claim or litigation, shall be approved by the Indemnified Party
(whose approval shall not be unreasonably withheld or delayed) and,
provided further, that the failure of any Indemnified Party to give notice
as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 6. The Indemnified Party may participate in
such defence at such party's expense provided, however, that the
Indemnifying Party shall pay such expense if representation of such
Indemnified Party by the counsel retained by the Indemnifying Party would
be inappropriate due to actual or potential conflicts of interests between
the Indemnified Party and the Indemnifying Party. No Indemnifying Party,
in the defence of any such claim or litigation or to which an Indemnified
Party is or could have been a party and indemnity or contribution may be
or could have been sought hereunder shall, except with the consent of such
Indemnified Party, consent to entry of any judgement or enter into any
settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release
from all liability in respect of such claim or litigation. No Indemnified
Party shall consent to entry of any
Page 10
judgement or settle any such claim or litigation without the prior written
consent of the Indemnifying Party.
(d) In order to provide for just and equitable contribution to joint liability
under the Securities Act in any case in which either (i) any holder of
Registrable Shares exercising rights under this Agreement or any
controlling person of any such holder makes a claim for indemnification
pursuant to this Section 6, but it is judicially determined (by the entry
of a final judgement or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of
appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 6 provides for indemnification
in such case or (ii) contribution under the Securities Act may be required
on the part of any such selling Concerned Shareholder or any such
controlling person in circumstances for which indemnification is provided
under this Section 6; then, in each such case, the Company and such
Concerned Shareholder will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution
from others) in such proportions so that such selling Concerned
Shareholder is responsible for the portion represented by the percentage
that the public offering price of its Registrable Shares offered by the
Registration Statement bears to the public offering price of all
securities offered by such Registration Statement, and the Company is
responsible for the remaining portion provided, however, that, in any such
case (A) no such selling Concerned Shareholder will be required to
contribute any amount in excess of the proceeds to it of all Registrable
Shares sold by it pursuant to such Registration Statement and (B) no
person or entity guilty of fraudulent misrepresentation, within the
meaning of Section 11(f) of the Securities Act, shall be entitled to
contribution from any person or entity who is not guilty of such
fraudulent misrepresentation.
UNDERWRITING AGREEMENT
7. In the event that Registrable Shares are sold pursuant to a Registration
Statement in an underwritten offering pursuant to Section 2, the Company agrees
to enter into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of an issuer of the
securities being registered and customary covenants and agreements and
indemnities in favour of the underwriters to be performed by such issuer. The
Company shall not be obliged under Section 2, to include any of the Concerned
Shareholders' securities in such underwriting unless such Concerned Shareholders
accept the terms of the underwriting as agreed between the Company and the
underwriters.
INFORMATION BY HOLDER
8. In the event that any Concerned Shareholder includes Registrable Shares in
any registration, such Concerned Shareholder shall furnish to the Company such
information regarding such Concerned Shareholder and the distribution proposed
by such Concerned Shareholder as the Company may reasonably request in writing
and as shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.
Page 11
STAND-OFF AGREEMENT
9. Each Concerned Shareholder, if requested by the Company and the managing
underwriter of an offering by the Company of Shares pursuant to a Registration
Statement, shall agree not to sell publicly or otherwise transfer or dispose of
any Registrable Shares or other securities of the Company held by such Concerned
Shareholder for a specified period of time (not to exceed 180 days) following
the effective date of such Registration Statement provided, however, that all
Concerned Shareholders holding not less than the number of Shares held by such
Concerned Shareholder (including Shares issuable upon the conversion of
convertible securities, or upon the exercise of options, warrants or rights) and
all officers and directors of the Company enter into similar agreements.
LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS
10. The Company shall not, without the prior written consent of the Concerned
Shareholders (which consent shall not be unreasonably withheld), enter into any
agreement (other than this Agreement) with any holder or prospective holder of
any securities of the Company which would allow such holder or prospective
holder (a NEW CONCERNED SHAREHOLDER) (a) to make a demand registration or (b)
request an incidental or "piggy back" registration.
RULE 144 REQUIREMENTS
11. After the earliest of (i) the closing of the first sale of securities of
the Company pursuant to a Registration Statement and (ii) the registration by
the Company of a class of securities under Section 12 of the Exchange Act the
Company agrees to:
(a) use its reasonable efforts to file with the Commission in a timely manner
all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements); and
(b) furnish to any holder of Registrable Shares upon request a written
statement by the Company as to its compliance with the requirements of
said Rule 144(c) and the reporting requirements of the Securities Act and
the Exchange Act (at any time after it has become subject to such
reporting requirements).
MERGERS, ETC
12. The Company shall not, directly or indirectly, enter into any merger,
consolidation or reorganization in which the Company shall not be the surviving
corporation unless the proposed surviving corporation shall, prior to such
merger, consolidation or reorganization, agree in writing to assume the
obligations of the Company under this Agreement, and for that purpose references
hereunder to Registrable Shares shall be deemed to be references to the
securities which the Concerned Shareholders would be entitled to receive in
exchange for Registrable Shares under any such merger,
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consolidation or reorganization provided, however, that the provisions of this
Section 12 shall not apply in the event of any merger, consolidation or
reorganization in which the Company is not the surviving corporation if all
Concerned Shareholders are entitled to receive in exchange for their Registrable
Shares consideration consisting solely of (i) cash, (ii) securities of the
acquiring corporation which may be immediately sold to the public without
registration under the Securities Act or (iii) securities of the acquiring
corporation which the acquiring corporation has agreed to register within 90
days of completion of the transaction for resale to the public pursuant to the
Securities Act.
TERMINATION
13. All of the Company's obligations to register Registrable Shares under this
Agreement shall terminate on the fifth anniversary of this Agreement.
TRANSFERS OF RIGHTS
14. This Agreement, and the rights and obligations of each Concerned
Shareholder hereunder, may be assigned by such Concerned Shareholder to any
person or entity to which Shares are transferred by such Concerned Shareholder
in accordance with any contractual limitations on a transfer of Shares, and such
transferee shall be deemed a Concerned Shareholder for purposes of this
Agreement provided, however, that the transferee provides written notice of such
assignment to the Company and provided further that, notwithstanding the
foregoing, BA shall only be entitled to assign its rights under this Agreement
to another member of the BA Group.
GENERAL
15. NOTICES. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be delivered by hand or mailed by
first class certified or registered mail, return receipt requested, postage
prepaid to the address (as notified in writing from time to time) of parties
referred to in this Agreement and, in the case of the Investors, to the
following addresses:
(a) Party: WARBURG, ▇▇▇▇▇▇ PRIVATE EQUITY VIII, L.P.
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇
Facsimile No: 001 212 878 9359
Attn. Of: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇ ▇▇▇▇
Page 13
WITH A COPY TO: (i) WARBURG PINCUS INTERNATIONAL, LLC
Attn. Of: ▇▇▇▇▇▇ ▇▇▇▇▇
Address: ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇'▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Facsimile No.: 020 7321 0881
(ii) FRESHFIELDS BRUCKHAUS ▇▇▇▇▇▇▇▇
Attn. Of: ▇▇▇▇▇ ▇▇▇▇
Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Facsimile No.: 020 7832 7001
(b) Party: BRITISH AIRWAYS PLC
Attn. Of: The Company Secretary
Address: Waterside ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Facsimile No.: 020 8738 9800
(c) Party: WNS (HOLDINGS) LIMITED
Address: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Facsimile No.: 01534 609 333
Attn. Of: The Company Secretary
Notices provided in accordance with this Section 15(a) shall be deemed delivered
upon personal delivery or two Business Days after deposit in the mail.
ENTIRE AGREEMENT
16. This Agreement embodies the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter.
AMENDMENTS AND WAIVERS
17. Any term of this Agreement may be amended and the observance of any term
of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), with the written consent of the
Company, and the holders of at least 75% of the Registrable Shares provided,
however, that this
Page 14
Agreement may be amended with the consent of the holders of less than all
Registrable Shares only in a manner which affects all Registrable Shares in the
same fashion. Terms of this Agreement, which affect the rights of BA hereunder,
may be amended only with the prior written consent of BA. No waivers of or
exceptions to any term, condition or provision of this Agreement, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.
COUNTERPARTS
18. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall be one and the same
document.
SEVERABILITY
19. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
GOVERNING LAW
20. This Agreement shall be governed by and construed in accordance with the
laws of New York, without reference to its conflict of laws provisions.
Executed as of the date first written above
Page 15
SIGNED by ▇▇▇ ▇▇▇▇ )
a General Partner of WARBURG, ▇▇▇▇▇▇ )
& CO. for and on ) /s/ ▇▇▇ ▇▇▇▇
behalf of WARBURG, ▇▇▇▇▇▇ )
PRIVATE EQUITY VIII, L.P. )
SIGNED by ▇▇▇ ▇▇▇▇ )
a General Partner of WARBURG, ▇▇▇▇▇▇ )
& CO. for and on ) /s/ ▇▇▇ ▇▇▇▇
behalf of WARBURG, ▇▇▇▇▇▇ )
INTERNATIONAL PARTNERS L.P. )
SIGNED by ▇▇▇ ▇▇▇▇ )
a General Partner of WARBURG, ▇▇▇▇▇▇ )
& CO. for and on ) /s/ ▇▇▇ ▇▇▇▇
behalf of WARBURG, ▇▇▇▇▇▇ )
NETHERLANDS INTERNATIONAL )
PARTNERS I, CV )
SIGNED by ▇▇▇ ▇▇▇▇ )
a General Partner of WARBURG, ▇▇▇▇▇▇ )
& CO. for and on ) /s/ ▇▇▇ ▇▇▇▇
behalf of WARBURG, ▇▇▇▇▇▇ )
NETHERLANDS INTERNATIONAL )
PARTNERS II, CV )
DULY SIGNED by )
▇▇▇▇▇ ▇▇▇▇▇▇ )
of BRITISH AIRWAYS PLC ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
for and on behalf of )
BRITISH AIRWAYS PLC )
DULY SIGNED by )
▇▇▇▇▇ ▇▇▇▇▇▇ )
of WNS (HOLDINGS) LIMITED ) /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
for and on behalf of )
WNS (HOLDINGS) LIMITED )
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