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PURCHASE AGREEMENT
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This Purchase Agreement (the "Agreement") is entered into as of December 22,
2000 by and between Queenswood Investments Limited, a Mauritius corporation (the
"Purchaser"), and Intel Corporation, a Delaware corporation (the "Seller").
In consideration of the mutual promises, covenants and conditions hereinafter
set forth, the parties hereto agree as follows:
1. PURCHASE AND SALE OF SECURITIES.
(a) Subject to the terms and conditions hereof, on the date hereof, the
Seller shall sell to the Purchaser and the Purchaser shall purchase from the
Seller, the equity securities (the "Securities") listed hereto on Schedule I
hereto of Rediff.com India Limited, a limited liability company organized under
the laws of the Republic of India (the "Company"), for the aggregate amount in
cash set forth opposite the Seller's name on Schedule I hereto (the "Purchase
Price").
(b) Such sales and purchases shall be effected by the Seller delivering to
the Purchaser duly executed certificates or other instruments evidencing the
Securities to be purchased, in each case with appropriate instruments of
transfer attached (duly endorsed or otherwise in form sufficient for transfer),
against delivery by the Purchaser to the Seller of the Purchase Price. The
Purchase Price shall be paid by wire transfer of immediately available funds to
such account or accounts as the Seller shall designate in writing.
(c) The closing of the purchases and sales referred to above hereto shall
take place on the date hereof at the offices of Willkie Farr & Gallagher, 787
Seventh Avenue, New York, New York 10019, at 10:00 a.m., New York time or at
such other time and place as the Seller and Purchaser may mutually agree upon
(the "Closing").
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER.
The Seller represents and warrants to the Purchaser that:
(a) The Seller is a Delaware corporation, duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization.
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(b) The Seller has authorized the execution, delivery and performance of
this Agreement and each of the transactions contemplated hereby. No other action
is necessary to authorize such execution, delivery and performance, and upon
such execution and delivery, this Agreement shall constitute a valid and binding
obligation of the Seller, enforceable against the Seller in accordance with its
terms.
(c) No consent, approval, authorization or order of any court, governmental
agency or body or arbitrator having jurisdiction over the Seller is required for
the execution, delivery or performance by the Seller of its obligations
hereunder, including without limitation the sale of the Securities.
(d) Neither the sale of the Securities nor the performance of the Seller's
obligations hereunder will violate, conflict with, result in a breach of, or
constitute a default (or an event that, with the giving of notice or the lapse
of time, or both, would constitute a default) under (i) the certificate of
incorporation, bylaws or other organizational documents of the Seller or (ii)
the terms of any material agreement to which the Seller is a party or to which
any of the Seller's properties is subject.
(e) The Seller has good and marketable title to the Securities. The
Securities are owned by the Seller free and clear of any security interest,
lien, claim or other encumbrance or any restriction on transfer, other than
those imposed by the Securities Act or as set forth on Schedule 2(d) hereto
(collectively, "Encumbrances"), and will be transferred to the Purchaser free of
any Encumbrances.
(f) The Seller is familiar with the business and operations of the Company
and has been given the opportunity to obtain from the Company all information
that it has requested regarding its business and prospects. The Seller
acknowledges that the Purchaser makes no representation or warranty to the
Seller about the Company's business, prospects, financial condition or
otherwise.
(g) The sale of the Securities by the Seller is not part of a plan or
scheme to evade the registration requirements of the Securities Act. Neither the
Seller nor any person acting on behalf of the Seller has offered or sold any of
the Securities by any form of general solicitation or general advertising.
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Seller that:
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(a) The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of Mauritius.
(b) The Purchaser has authorized the execution, delivery and performance of
this Agreement, and each of the transactions contemplated hereby. No other
action is necessary to authorize such execution, delivery and performance, and
upon such execution and delivery, this Agreement shall constitute a valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms.
(c) No consent, approval, authorization or order of any court, governmental
agency or body or arbitrator having jurisdiction over the Purchaser is required
for the execution, delivery or performance by the Purchaser of its obligations
hereunder, including without limitation the purchase of the Securities.
(d) Neither the acquisition of the Securities nor the performance of the
Purchaser's obligations hereunder will violate, conflict with, result in a
breach of, or constitute a default (or an event that, with the giving of notice
or the lapse of time, or both, would constitute a default) under (i) the
certificate of incorporation, bylaws or other organizational documents of the
Purchaser or (ii) the terms of any material agreement to which the Purchaser is
a party or to which any of the Purchaser's properties is subject.
(e) The Purchaser understands that the Securities have not been registered
under the Securities Act, nor qualified under any state securities laws, and
that they are being offered and sold pursuant to an exemption from such
registration and qualification based in part upon the representations of the
Purchaser contained herein. The Purchaser understands that the Securities being
purchased hereunder are restricted securities within the meaning of Rule 144
under the Securities Act; that the Securities are not registered and must be
held indefinitely unless they are subsequently registered or an exemption from
such registration is available.
(f) The Purchaser is familiar with the business and operations of the
Company and has been given the opportunity to obtain from the Company all
information that it has requested regarding its business and prospects. The
Purchaser acknowledges that the Seller makes no representation or warranty to
the Purchaser about the Company's business, prospects, financial condition or
otherwise.
(g) The Purchaser is an "accredited investor" as such term is defined in
Rule 501(a) of the Securities Act and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the investment contemplated by
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this Agreement; the Purchaser is able to bear the economic risk of its
investment in the Company (including a complete loss of its investment).
(h) The Purchaser understands that it must bear the economic risk of this
investment indefinitely unless its Securities are registered pursuant to the
Securities Act or an exemption from such registration is available, and unless
the disposition of such securities is qualified under applicable state
securities laws or an exemption from such qualification is available. The
Purchaser further understands that there is no assurance that any exemption from
the Securities Act will be available, or, if available, that such exemption will
allow the Purchaser to Transfer any or all of the Securities, in the amounts, or
at the time the Purchaser might propose.
(i) The Purchaser is acquiring the Securities solely for its own account
for investment and not with a view toward the resale, Transfer, or distribution
thereof, nor with any present intention of distributing the Securities. No other
person has any right with respect to or interest in the Securities to be
purchased by the Purchaser, nor has the Purchaser agreed to give any person any
such interest or right in the future.
4. COVENANTS OF THE PARTIES.
(a) Securities Act Restrictions. The Purchaser acknowledges that the
certificates evidencing the Securities may bear a legend reflecting the
restrictions on the transfer of such securities under the Securities Act.
(b) Further Assurances. From and after the date hereof, the Seller shall
execute all certificates, instruments, documents or agreements and shall take
any other action which it is reasonably requested to execute or take to further
effectuate the transactions contemplated hereby.
(c) Best Efforts. Each of the parties hereto will use commercially
reasonable efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable consistent with
applicable law to consummate and make effective in the most expeditious manner
practicable the transactions contemplated hereby, including without limitation,
making all required regulatory filings as promptly as practicable after the date
hereof.
5. INDEMNIFICATION.
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(a) The Seller agrees to indemnify and hold harmless the Purchaser, each
person, if any, who controls the Purchaser within the meaning of Section 15 of
the Securities Act and each officer, director, employee and agent of the
Purchaser and of any such controlling person against any and all losses,
liabilities, claims, damages or expenses whatsoever, as incurred, arising out of
or resulting from any breach or alleged breach or other violation or alleged
violation of any representation, warranty, covenant or undertaking by the Seller
contained in this Agreement, and the Seller will reimburse the Purchaser for its
reasonable legal and other expenses (including the cost of any investigation and
preparation, and including the reasonable fees and expenses of counsel) incurred
in connection therewith.
(b) The Purchaser agrees to indemnify and hold harmless the Seller, each
person, if any, who controls the Seller within the meaning of Section 15 of the
Securities Act and each officer, director, employee and agent of the Seller and
of any such controlling person against any and all losses, liabilities, claims,
damages or expenses whatsoever, as incurred, arising out of or resulting from
any breach or alleged breach or other violation or alleged violation of any
representation, warranty, covenant or undertaking by the Purchaser contained in
this Agreement, and the Purchaser will reimburse the Seller for its reasonable
legal and other expenses (including the cost of any investigation and
preparation, and including the reasonable fees and expenses of counsel) incurred
in connection therewith.
(c) Notwithstanding anything in this Agreement to the contrary, (i) the
parties hereto shall be liable under Sections 5(a) and 5(b) above only to the
extent such losses, liabilities, claims, damages or expenses whatsoever (in the
aggregate for all claims) are in excess of US$ 100,000 and (iii) the total
liability of the parties under Sections 5(a) and 5(b) above with respect to any
and all claims arising out of or resulting from any breach or alleged breach or
other violation or alleged violation of any representation, warranty, covenant
or undertaking by the respective parties contained in this Agreement shall be
limited to 50% of the Purchase Price paid by the Purchaser for the Securities.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The respective agreements, representations, warranties, indemnities and
other statements made by or on behalf each party hereto pursuant to this
Agreement shall remain in full force and effect, regardless of any investigation
made by or on behalf of any party, and shall survive for a period of 6 months
from the date of Closing
7. INTERPRETATION OF THIS AGREEMENT.
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(a) Terms Defined. As used in this Agreement, the following terms have the
respective meaning set forth below:
person: an individual, partnership, joint-stock company, corporation, trust
or unincorporated organization, and a government or agency or political
subdivision thereof.
Securities Act: the Securities Act of 1933, as amended.
Transfer: any sale, assignment, pledge, hypothecation, or other disposition
or encumbrance.
(b) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within such State.
(c) Consent to Jurisdiction. All judicial proceedings brought against
either party hereto arising out of or relating to this Agreement shall be
brought in any state of federal court of competent jurisdiction in the state,
county and city of New York. By executing and delivering this Agreement, each
party irrevocably (a) accepts generally and unconditionally the nonexclusive
jurisdiction and venue of such courts and (b) waives any defense of forum
non-conveniens.
(d) Section Headings. The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute a part thereof.
(e) Notices.
(i) All communications under this Agreement shall be in writing and
shall be delivered by hand or facsimile or mailed by overnight courier or
by registered or certified mail, postage prepaid:
(1) if to the Purchaser, at #17-01, UOB Plaza 1, 80 Raffles Place,
Singapore, 048624, Attention: Paluk Prasad (facsimile: 011-65-532-7678),
with a copy to Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New
York 10019, Attention: Steven J. Gartner, Esq. (facsimile: (212) 728-8111),
or at such other address or facsimile number as the Purchaser may have
furnished the Seller in writing;
(2) if to the Seller, to Intel Corporation, c/o Intel Semiconductor
Ltd., 32 F, Two Pacific Place, 88 Queensway, Central, Hong Kong, Attention:
APAC Portfolio
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Management (facsimile: +(852) 2240-3775), with a copy by email to:
[email protected], or at such other address or facsimile number as it
may have furnished in writing to the Purchaser.
(ii) Any notice so addressed shall be deemed to be given: if delivered
by hand or facsimile, on the date of such delivery; if mailed by courier,
on the first business day following the date of such mailing; and if mailed
by registered or certified mail, on the third business day after the date
of such mailing.
(f) Expenses and Taxes. The Purchaser will pay, and hold the Seller
harmless from any and all liabilities (including interest and penalties) with
respect to, or resulting from any delay or failure in paying, stamp and other
taxes (other than income taxes), if any, which may be payable or determined to
be payable on the execution and delivery of this Agreement.
(g) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties.
(h) Entire Agreement; Amendment and Waiver. This Agreement constitutes the
entire understanding of the parties hereto and supersedes all prior
understandings among such parties. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with) the
written consent of the Seller and the Purchaser.
(i) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
8. CONFIDENTIALITY AND NON-DISCLOSURE.
(a) Disclosure of Terms. The terms and conditions of this Agreement (the
"Sale Terms"), including its existence, shall be considered confidential
information and shall not be disclosed by any party hereto to any third party
except in accordance with the provisions set forth below.
(b) Press Releases, Etc. Subject to Section 8(d), no announcement regarding
the Sale Terms or Seller in a press release, conference, advertisement,
announcement, professional or trade publication, mass marketing materials or
otherwise to the general public may be made without the prior written consent of
the Seller.
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(c) Permitted Disclosures. Notwithstanding the foregoing, the Seller may
disclose the Sale Terms to third parties or to the public at its sole discretion
and, if it does so, the Purchaser shall have the right to disclose to third
parties any such information disclosed in a press release or other public
announcement by the Seller.
(d) Legally Compelled Disclosure. In the event that any party is requested
or becomes legally compelled (including without limitation, pursuant to
securities laws and regulations, Schedule 13D filings to the United States
Securities and Exchange Commission, and other filings that may be required under
applicable law) to disclose the existence of this Agreement or any of the Sale
Terms hereof in contravention of the provisions of this Section 8, such party
(the "Disclosing Party") shall provide the other parties (the "Non-Disclosing
Parties") with prompt written notice of that fact so that the appropriate party
may seek (with the cooperation and reasonable efforts of the other parties) a
protective order, confidential treatment or other appropriate remedy. In such
event, the Disclosing Party shall furnish only that portion of the information
which is legally required and shall exercise reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded such information
to the extent reasonably requested by any Non-Disclosing Party.
(e) Notices. All notices required under this section shall be made pursuant
to Section 7(e) of this Agreement.
[The signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year herein above first written.
INTEL CORPORATION QUEENSWOOD INVESTMENTS LIMITED
2200 Mission College Blvd. c/o Warburg, Pincus & Co
Santa Clara, California 95052 466 Lexington Avenue
New York, New York 10017
/s/ Noel Lazo /s/ Charles R. Kaye
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Signature Signature
Noel Lazo Charles R. Kaye
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Printed Name Printed Name
Assistant Treasurer
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Title Title
SIGNATURE PAGE FOR PURCHASE AGREEMENT
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<TABLE>
SCHEDULE I
<CAPTION>
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Name of Seller Securities Purchase Price
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<S> <C> <C>
Intel Corporation Equity share certificate US$3,547,500
representing 322,500 equity shares
of the Company, which now represents
645,000 equity shares of the Company
after giving effect to the 5 for 1
share split declared by the Company
on January 6, 2000 and 2 for 5
reverse share split declared by the
Company on May 3, 2000.
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</TABLE>
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