Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 27, 2015 (April 25, 2015)

IGATE Corporation

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)


000-21755		25-1802235
(Commission File Number)		(IRS Employer Identification No.)

100 Somerset Corporate Blvd., Bridgewater, NJ		08807
(Address of Principal Executive Offices)		(Zip Code)

(908) 219-8050

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

On April 25, 2015, IGATE Corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cap Gemini S.A (“SA”), Capgemini North America, Inc. (“NA” and, together with SA, “Parent”) and Laporte Merger Sub, Inc., a wholly owned subsidiary of NA (“Merger Sub”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the Board of Directors (the “Board”) of the Company and by the boards of directors of SA, NA and Merger Sub, Merger Sub will merge with and into the Company (the “Merger”), whereupon the separate existence of Merger Sub will cease and the Company will be the surviving corporation and a wholly owned subsidiary of NA.

Upon the completion of the Merger (the “Effective Time”), each outstanding share of Company common stock (other than shares owned by the Company as treasury stock or by Parent or Merger Sub) will be converted into the right to receive $48.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, (i) each outstanding stock option that is vested or held by a non-employee director of the Company will be cancelled and converted into the right to receive cash equal to the excess of the Merger Consideration over the exercise price per share of such option, (ii) each outstanding Company restricted share unit held by a non-employee director of the Company will be cancelled and converted into the right to receive the Merger Consideration, (iii) each equity award held by an NEO (as defined in the Merger Agreement), whether vested or unvested, will be cancelled and converted into the right to receive an NEO Converted Cash Award (as defined in the Merger Agreement), and one-half of such NEO Converted Cash Award shall vest and be payable as soon as practicable following the Effective Time, (iv) each outstanding Company performance share award held by an employee other than an NEO, whether vested or unvested, will be cancelled and converted into the right to receive a Non-NEO Converted Performance Share (as defined in the Merger Agreement), and (v) each outstanding Company restricted stock award and each outstanding stock option, in each case, held by an employee other than an NEO, will be cancelled and converted into the right to receive a restricted cash award. The NEO Converted Cash Awards, Non-NEO Converted Performance Share Awards, and restricted cash awards granted to employees will each be subject to vesting, performance metrics, service conditions, and other terms and conditions, as applicable, as described in the Merger Agreement.

Consummation of the Merger is subject to certain customary conditions, including, among others, (a) receiving the required approval of the Company’s shareholders (the “Shareholder Approval”), which approval was effected on April 25, 2015, by written consent of the Majority Shareholders (defined below) (the “Shareholder Consent”), (b) there being no applicable law, order, judgment or other legal restraint preventing or prohibiting the consummation of the Merger or imposing a Burdensome Condition (as defined in the Merger Agreement), (c) the expiration or termination of all applicable waiting periods and receipt of applicable antitrust approvals in the United States and certain non-U.S. jurisdictions, as well as Committee on Foreign Investment in the United States clearance, (d) 20 days having elapsed since the mailing to the Company’s shareholders of the definitive information statement with respect to such approval of the Merger Agreement, (e) the absence of certain proceedings to enjoin or prohibit the Merger under the antitrust laws of the United States or Canada; and (f) subject to specified materiality standards, the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the Merger Agreement.

The Company, Parent and Merger Sub have each made customary representations, warranties and covenants in the Merger Agreement. The Company has agreed, among other things, subject to certain exceptions, to conduct its business only in the ordinary course and not to take certain specified actions prior to consummation of the Merger.

The Company has also agreed not to (and to direct its representatives not to) solicit, initiate or knowingly encourage alternative acquisition proposals and, subject to certain exceptions described below, not to directly or indirectly enter into discussions or negotiations concerning, or provide information to third parties in connection with, any alternative acquisition proposal.

As a result of the execution and delivery of the Shareholder Consent, the Shareholder Approval has been obtained. Notwithstanding the execution and delivery of the Shareholder Consent constituting the Shareholder Approval, for a period of 30 days following the execution of the Merger Agreement (subject to extension under certain circumstances in the event a Superior Company Proposal (as defined in the Merger Agreement) is received prior to such time, the “Written Consent Period”), the Company may, upon receipt of an alternative acquisition proposal that the Board determines constitutes or would be reasonably likely to lead to a Superior Company

Proposal, furnish information with respect to the Company and participate in discussions and negotiations with any person making the Superior Company Proposal, so long as the Board determines that failure to do so would be inconsistent with its fiduciary duties. In addition, during the Written Consent Period, the Company may, in the event that the Board determines in good faith that such Superior Company Proposal continues to constitute a Superior Company Proposal following the Company’s compliance with certain notice and other conditions set forth in the Merger Agreement, including those provisions relating to Parent’s ability to propose revisions to the Merger Agreement in response to a Superior Company Proposal for a specified period of time, terminate the Merger Agreement to enter into a definitive agreement providing for a Superior Company Proposal if the Board determines that failure to do so would be inconsistent with its fiduciary duties.

The Merger Agreement contains certain other termination rights for each of the Company and Parent, including the right of each party to terminate the Merger Agreement if, other than in certain circumstances described in the Merger Agreement, the Merger has not been consummated by October 26, 2015 (the “End Date”) (subject to extension to April 26, 2016 in certain circumstances).

If the Merger Agreement is terminated under certain circumstances, including (i) by the Company in order to enter into a definitive agreement providing for a Superior Company Proposal or (ii) by Parent as a result of a change in the recommendation of the Board that the Company’s shareholders approve the Merger Agreement, then the Company will be required to pay Parent a termination fee of $161,280,000.

Also on April 25, 2015, in connection with the execution of the Merger Agreement, Parent and Merger Sub entered into a voting agreement (the “Voting Agreement”) with Viscaria Limited, a limited company organized under the laws of Cyprus (“Viscaria”), Ashok Trivedi, Sunil Wadhwani, and the other parties thereto, which collectively beneficially own 43,990,645 shares of Company common stock, representing approximately 54% of the outstanding Company common stock (collectively, the “Majority Shareholders”). The Voting Agreement provides for the Majority Shareholders’ agreement to vote their shares of Company common stock in favor of the transactions contemplated by the Merger Agreement. The Voting Agreement provides that it will terminate if the Merger Agreement is terminated in accordance with its terms, including in the event of a termination of the Merger Agreement in connection with a Superior Company Proposal.

The foregoing description of the Merger Agreement and the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the Voting Agreement, which are filed as Exhibits 2.1 and 99.1 hereto, respectively, and incorporated herein by reference.

The Merger Agreement has been included to provide investors and security holders with information regarding its terms and is not intended to modify or supplement any factual information about the Company, Parent or their respective subsidiaries or affiliates, or any disclosures about the Company in its public reports filed with the Securities and Exchange Commission (the “SEC”). In particular, the Merger Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto solely for the purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by the Company’ shareholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders or other security holders. Security holders are not third-party beneficiaries under the Merger Agreement (except for the right of holders of common stock of the Company to receive the Merger Consideration from and after the consummation of the Merger) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or of the condition of the Company or Parent or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Stock Incentive Plan

On April 25, 2015, the Board approved an amendment (the “Amendment”) to the 2006 IGATE Corporation Amended and Restated 2006 Stock Incentive Plan (the “Plan”) to clarify that the Board and Plan Administrator (as defined in the Plan) had the authority to make differing determinations and interpretations with respect to awards granted under the Plan, and the treatment thereof, among participants and groups of participants and among types of awards.

The foregoing description of the Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Plan, as amended, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Modification of NEO Equity Awards

The information regarding changes to and the treatment of NEO equity awards set forth above and referenced under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 5.02.

Side Letters with Named Executive Officers

In connection with the Company’s entry into the Merger Agreement, each of the NEOs entered into letter agreements (the “Letter Agreements”) with the Company, confirming the treatment of the NEOs equity awards in connection with the Merger and waiving the right to terminate employment for “Good Reason” in connection with the consummation of the Merger.

The foregoing description of the Letter Agreements is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Form of Letter Agreement, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 25, 2015, the Company obtained the Shareholder Approval by irrevocable written consent of the Majority Shareholders, collectively holding approximately 54% of the outstanding Company common stock, adopting and approving the Merger Agreement and the transactions contemplated thereby. No additional action by holders of the Company’s common stock will be required to complete the Merger. The Company will file with the SEC as promptly as practicable, and mail to its shareholders, an information statement describing the Merger Agreement and the transactions contemplated thereby, including the Merger.

Item 8.01

Other Events.

On April 27, 2015, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This report and the Company’s other public pronouncements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by the words “will,”, “intends”, “expects,” “anticipates,”, “estimates”, “predicts”, “believes,” “estimates”, “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets” or similar expressions and include the Company’s expectations as to future revenue growth, earnings, capital expenditures and other spending, dividend policy, and planned credit rating, as well as anticipated reductions in spending. These forward-looking statements reflect management’s current views and assumptions regarding future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond the Company’s control, and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results or events to differ from such statements include, but are not limited to:

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement,

•

the failure to receive, on a timely basis or otherwise, the required approvals by government or regulatory agencies,

•

the risk that a closing condition to the proposed Merger may not be satisfied,

•

the ability of the Company to retain and hire key personnel and maintain relationship with customers, suppliers and other business partners pending the consummation of the proposed Merger, and

•

other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on February 9, 2015, as well as the Information Statement to be filed by the Company.

These forward-looking statements speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

This communication is being made in respect of the proposed Merger involving the Company and Parent. The Company will prepare an information statement for its stockholders containing the information with respect to the Merger specified in Schedule 14C promulgated under the Exchange Act and describing the proposed Merger. When completed, a definitive information statement will be mailed to the Company’s stockholders. The Company and Parent may be filing other documents with the SEC as well. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website, http://www.sec.gov or through our investor relations website at www.igate.com or from the Company by directing a request by mail or telephone to 100 Somerset Corporate Blvd, Bridgewater, NJ 08807, Attention: Investor Relations, or (510) 896-3007.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


2.1		Agreement and Plan of Merger, dated as of April 25, 2015, among Cap Gemini S.A, Capgemini North America, Inc., Laporte Merger Sub, Inc., and IGATE Corporation.*

10.1		IGATE Corporation Amended and Restated 2006 Stock Incentive Plan, as amended.

10.2		Form of Letter Agreement, by and between IGATE Corporation and each of the named executive officers.

99.1		Voting Agreement, dated as of April 25, 2015, by and among Cap Gemini S.A, Capgemini North America, Inc., Laporte Merger Sub, Inc., Viscaria Limited, Ashok Trivedi, Sunil Wadhwani, and the other parties thereto.

99.2		Joint Press Release, dated April 27, 2015, of IGATE Corporation and Cap Gemini S.A.

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. IGATE Corporation agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request, subject to IGATE Corporation’s right to request confidential treatment of any requested schedule or exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


IGATE Corporation

By:		/s/ Mukund Srinath
Name:		Mukund Srinath
Title:		Senior Vice President – Legal & Corporate Secretary

April 27, 2015

EXHIBIT INDEX


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of April 25, 2015, among Cap Gemini S.A, Capgemini North America, Inc., Laporte Merger Sub, Inc., and IGATE Corporation.*

10.1		IGATE Corporation Amended and Restated 2006 Stock Incentive Plan, as amended.

10.2		Form of Letter Agreement, by and between IGATE Corporation and each of the named executive officers.

99.1		Voting Agreement, dated as of April 25, 2015, by and among Cap Gemini S.A, Capgemini North America, Inc., Laporte Merger Sub, Inc., Viscaria Limited, Ashok Trivedi, Sunil Wadhwani, and the other parties thereto.

99.2		Joint Press Release, dated April 27, 2015, of IGATE Corporation and Cap Gemini S.A.

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

dated as of April 25, 2015,

among

CAP GEMINI S.A.,

CAPGEMINI NORTH AMERICA, INC.,

LAPORTE MERGER SUB, INC.

and

IGATE CORPORATION

Exhibit 2.1

TABLE OF CONTENTS


		Page
ARTICLE I The Merger			2
Section 1.01	The Merger		2
Section 1.02	Merger Closing		2
Section 1.03	Effective Time		2
Section 1.04	Effects of Merger		2
Section 1.05	Articles of Incorporation and Bylaws		2
Section 1.06	Directors and Officers		3
Section 1.07	Effect on Capital Stock		3
Section 1.08	Payment of Merger Consideration		3

ARTICLE II Representations and Warranties of the Company			6
Section 2.01	Organization, Standing and Power		7
Section 2.02	Capital Structure		7
Section 2.03	Company Subsidiaries; Equity Interests		8
Section 2.04	Authority; Execution and Delivery; Enforceability		9
Section 2.05	No Conflicts; Consents		10
Section 2.06	SEC Documents; Undisclosed Liabilities		11
Section 2.07	Information Supplied		13
Section 2.08	Absence of Certain Changes or Events		13
Section 2.09	Taxes		13
Section 2.10	Labor Relations		14
Section 2.11	Employee Benefits		15
Section 2.12	Title to Properties		17
Section 2.13	Contracts		18
Section 2.14	Litigation		20
Section 2.15	Compliance with Laws		20
Section 2.16	Environmental Matters		21
Section 2.17	Intellectual Property		21
Section 2.18	Insurance		23
Section 2.19	Brokers and Other Advisors		24
Section 2.20	Takeover Statutes; No Rights Agreement		24
Section 2.21	Opinion of Financial Advisor		24
Section 2.22	Restrictions on Business Activities		24
Section 2.23	Customers and Vendors		24

ARTICLE III Representations and Warranties of Parent and Merger Sub			25
Section 3.01	Organization, Standing and Power		25
Section 3.02	Merger Sub		25
Section 3.03	Authority; Execution and Delivery; Enforceability		25
Section 3.04	No Conflicts; Consents		25
Section 3.05	Information Supplied		26
Section 3.06	Brokers		26


Section 3.07	Litigation	26
Section 3.08	Ownership of Company Common Stock	27
Section 3.09	Certain Business Relationships	27
Section 3.10	Available Funds	27

ARTICLE IV Covenants Relating to Conduct of Business		27
Section 4.01	Conduct of Business of the Company	27
Section 4.02	No Frustration of Conditions	30
Section 4.03	No Solicitation	31

ARTICLE V Additional Agreements		35
Section 5.01	Shareholder Consent; Preparation of Proxy Statement; Shareholders Meeting	35
Section 5.02	Access to Information; Confidentiality	36
Section 5.03	Reasonable Best Efforts; Notification	37
Section 5.04	Equity Awards	39
Section 5.05	Employee Matters	43
Section 5.06	Indemnification	45
Section 5.07	Fees and Expenses	47
Section 5.08	Public Announcements	49
Section 5.09	Transfer Taxes	49
Section 5.10	Shareholder Litigation	49
Section 5.11	Rule 16b-3 Matters	50
Section 5.12	Merger Sub and Surviving Corporation Compliance	50
Section 5.13	Stock Exchange De-listing	50
Section 5.14	No Control of Other Party’s Business	50
Section 5.15	CFIUS Approval	50
Section 5.16	Notification of Certain Actions	51
Section 5.17	Repayment of Existing Indebtedness	51
Section 5.18	Termination of Affiliate Arrangements	53

ARTICLE VI Conditions Precedent to the Merger		53
Section 6.01	Conditions to Each Party’s Obligation	53
Section 6.02	Conditions to Obligations of Parent and Sub	54
Section 6.03	Conditions to Obligation of the Company	55
Section 6.04	Frustration of Closing Conditions	56

ARTICLE VII Termination, Amendment and Waiver		56
Section 7.01	Termination	56
Section 7.02	Effect of Termination	57
Section 7.03	Amendment; Extension; Waiver	57
Section 7.04	Procedure for Termination, Amendment, Extension or Waiver	58

ARTICLE VIII General Provisions		58
Section 8.01	Nonsurvival of Representations and Warranties	58
Section 8.02	Notices	58
Section 8.03	Definitions	60


Section 8.04	Interpretation	63
Section 8.05	Severability	64
Section 8.06	Counterparts	64
Section 8.07	Entire Agreement; Third-Party Beneficiaries; No Other Representations or Warranties	64
Section 8.08	Governing Law	65
Section 8.09	Assignment	65
Section 8.10	Specific Enforcement; Jurisdiction	65
Section 8.11	Waiver of Jury Trial	67
Section 8.12	Remedies	67
Section 8.13	Cooperation	67

iii

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER dated as of April 25, 2015 (this “Agreement”), among Cap Gemini S.A., a French société anonyme (“SA”), Capgemini North America, Inc., a Delaware corporation (“NA” and, together with SA, (“Parent”)), Laporte Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”) and a wholly owned subsidiary of NA, and IGATE Corporation, a Pennsylvania corporation (the “Company”).

WHEREAS the respective Boards of Directors of SA, NA and Merger Sub have approved the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Board of Directors of the Company has, in accordance with Sections 1721 and 2538, if applicable, of the PBCL (as defined below), unanimously (i) determined that the entry into this Agreement, and the consummation of the Merger (as defined below), on the terms and subject to the conditions set forth in this Agreement and in accordance with the Pennsylvania Business Corporation Law of 1988 (including any successor laws, rules, regulations, as amended or supplemented hereafter or any applicable law, rule, or regulations of the Pennsylvania Associations Code, as amended or supplemented hereafter, the “PBCL”), of Merger Sub with and into the Company in which the Company shall survive and become a wholly owned subsidiary of Parent (the “Merger”), and the other transactions contemplated by this Agreement (collectively, the “Transactions”) are in the best interests of the Company and (ii) approved the execution, delivery and performance of this Agreement, and the consummation of the Merger and the other Transactions, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS the respective Boards of Directors of SA, NA and Merger Sub have approved the Merger on the terms and subject to the conditions set forth in this Agreement;

WHEREAS as a condition and inducement to Parent’s willingness to enter into this Agreement, certain shareholders of the Company have simultaneously herewith entered into an agreement (the “Voting Agreement”) in connection with the Merger, providing that such shareholders have, among other things, agreed to vote the shares of Company Common Stock beneficially owned by them in favor of the adoption of this Agreement, on the terms and subject to the conditions in the Voting Agreement;

WHEREAS Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

The Merger

Section 1.01 The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the PBCL, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

Section 1.02 Merger Closing. The closing of the Merger (the “Closing”) shall take place at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022 at 10:00 a.m., New York City time, on the second business day following the satisfaction or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing), or at such other place, time and date as shall be agreed in writing by the parties hereto; provided that if all the conditions set forth in Article VI have not been satisfied or (to the extent permitted by Law) waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or (to the extent permitted by Law) waived, or at such other place, time and date as shall be agreed in writing by the parties hereto. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

Section 1.03 Effective Time. Prior to the Closing, the Company shall prepare, and on the Closing Date, the Company shall file with the Department of State of the Commonwealth of Pennsylvania, the articles of merger or other appropriate documents (in any such case, the “Articles of Merger”) executed in accordance with the provisions of the PBCL and shall make all other filings or recordings required under the PBCL to effectuate the Merger. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Department of State of the Commonwealth of Pennsylvania or at such other time as Parent and the Company shall agree and specify in the Articles of Merger (the time the Merger becomes effective being the “Effective Time”).

Section 1.04 Effects of Merger. The Merger shall have the effects set forth herein and in Section 1929 of the PBCL.

Section 1.05 Articles of Incorporation and Bylaws. (a) At the Effective Time, the articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to be in the form attached as Exhibit B and, as so amended and restated, such articles of incorporation shall be the articles of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable Law.

(b) At the Effective Time, the bylaws of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to be in the same form as the bylaws of Merger Sub as in effect immediately prior to the Effective Time and, as so amended and restated, such bylaws shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or permitted by applicable Law, except that references to the name of Merger Sub shall be replaced by the name of the Surviving Corporation.

Section 1.06 Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Section 1.07 Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), or any shares of capital stock of Merger Sub:

(a) Capital Stock of Merger Sub. Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

(b) Cancelation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is owned as treasury stock by the Company or owned by Parent or Merger Sub immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

(c) Conversion of Other Company Common Stock. Each issued and outstanding share of Company Common Stock (but excluding shares to be cancelled and retired in accordance with Section 1.07(b)) shall be converted into the right to receive $48.00 in cash and without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.08, without interest.

Section 1.08 Payment of Merger Consideration.

(a) Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, immediately after the Effective Time, for the benefit of the holders of shares of Company Common Stock, cash (such cash being hereinafter referred to as the “Payment Fund”) in amounts necessary for the payment of Merger Consideration pursuant to Section 1.07(c) upon surrender of Certificates in accordance

with Section 1.08(b) or delivery of an “agent’s message” in accordance with Section 1.08(c), it being understood that all such funds shall be invested as directed by Parent in accordance with Section 1.08(h) and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

(b) Payment Procedure. As promptly as reasonably practicable after the Effective Time (but in no event later than two business days after the Effective Time), the Surviving Corporation or Parent shall use its reasonable best efforts to cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) which were converted into the right to receive the Merger Consideration pursuant to Section 1.07 (i) a letter of transmittal (which shall include an accompanying IRS Form W-9 or an applicable IRS Form W-8 and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book-Entry Shares) as are customary and reasonably acceptable to the Company and Parent) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent for cancelation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 1.07, and each Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 1.07. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

(c) Treatment of Book-Entry Shares. No holder of record of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration in respect of such Book-Entry Shares. In lieu thereof, such holder of record shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and the Surviving Corporation or Parent shall use its reasonable best efforts to cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (but in no event later than two business days after the Effective Time to each such holder of record as of the Effective Time), an amount of U.S. dollars equal to the aggregate amount of Merger Consideration to which such holder is entitled hereunder, and such Book-Entry Shares shall forthwith be canceled.

(d) No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article I as a result of the conversion of any shares of Company Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock not in violation of the terms of this Agreement or prior to the date of this Agreement. After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article I.

(e) Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate.

(f) Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed as of the 12-month anniversary of the Closing Date shall be delivered to Parent or its designated affiliate, upon demand, and any former holder of Company Common Stock entitled to payment of Merger Consideration who has not theretofore complied with this Article I shall thereafter look only to Parent or its successor-in-interest for payment of its claim for Merger Consideration (subject to applicable abandoned property, escheat and other similar Law).

(g) No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash from the Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate has not been surrendered prior to the date on which the Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any such Merger Consideration in respect of such Certificate shall, to the extent permitted by applicable Law, immediately prior to such date become the property of the Surviving Corporation or its designated affiliate, free and clear of any claims or interest of any such holders or their successors, assigns or personal representative previously entitled thereto, subject to the claims of any former holder of Company Common Stock entitled to payment of Merger Consideration who has not theretofore complied with this Article II.

(h) Investment of Payment Fund. The Payment Fund shall be invested by the Paying Agent in (i) short-term direct obligations of the United States of America or (ii) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest. Nothing contained in this Section 1.08(h) and

no investment losses resulting from the investment of the Payment Fund shall diminish the rights of the shareholders to receive the Merger Consideration. To the extent there are losses or the Payment Fund diminishes for any reason below the level required to promptly pay the Merger Consideration pursuant to Section 1.07(c), Parent shall replace or restore the cash in the Payment Fund to ensure the prompt payment of the Merger Consideration. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent or its designated affiliate.

(i) Withholding Rights. Each of the Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of Company Common Stock pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code and the Treasury Regulations promulgated under the Code, or any provision of state, local or foreign Tax law; provided that Parent agrees that no non-U.S. Taxes shall be deducted and withheld from the Merger Consideration (other than any such Taxes required to be withheld in respect of compensation payable to any present or former employee of the Company or any of the Company Subsidiaries). To the extent that amounts are so deducted and withheld, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Stock in respect of which such deduction and withholding was made.

ARTICLE II

Representations and Warranties of the Company

Except (a) as disclosed in the reports, schedules, forms, statements and other documents filed by the Company with, or furnished by the Company to, the Securities and Exchange Commission (the “SEC”) during the period from January 1, 2012 to the business day prior to the date hereof (provided, that if this Agreement is executed on any day other than a Sunday or a Monday, the period referenced in this clause (a) shall be from January 1, 2012 to the second business day prior to the date hereof) (excluding any disclosures contained under the captions “Risk Factors” or “Forward Looking Statements” or similarly titled captions and any other disclosures contained therein that are cautionary or forward-looking in nature) (the “Filed Company SEC Documents”) (provided, further, that this clause (a) shall not be applicable to Section 2.02, Section 2.04, Section 2.06(e), Section 2.06(g), Section 2.07, or Section 2.08(a)) or (b) as set forth in the letter, dated as of the date of this Agreement, from the Company to Parent and Merger Sub (which shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article III, and the disclosure in any section shall be deemed to qualify or apply to other sections in this Article III to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other sections, the “Company Disclosure Letter”), the Company represents and warrants to Parent and Merger Sub as follows:

Section 2.01 Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized or formed, as applicable, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction), except in the case of Company Subsidiaries where any such failure would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries (a) has full power and authority necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its business as presently conducted and (b) is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to have such power and authority or to be so qualified or licensed would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. True and complete copies of the articles of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Articles”), and the bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”) are included in the Filed Company SEC Documents. The Company has made available to Parent the organizational documents of each material Company Subsidiary, in each case as amended and in effect as of the date of this Agreement.

Section 2.02 Capital Structure. (a) The authorized capital stock of the Company consists of 700,000,000 shares of Company Common Stock, 1 share of Series A Preferred Stock, without par value (the “Series A Preferred Stock”), 480,000 shares of Series B Preferred Stock, without par value (the “Series B Preferred Stock”), and 19,519,999 shares of additional Preferred Stock, without par value (together with the Series A Preferred Stock and Series B Preferred Stock, the “Company Preferred Stock”). At the close of business on April 22, 2015 (the “Measurement Date”), (i) 81,926,476 shares of Company Common Stock were issued, of which 80,936,374 shares of Company Common Stock were outstanding and 990,102 shares of Company Common Stock were held by the Company in its treasury, (ii) no Company Common Stock was owned by any Company Subsidiary, (iii) 1,932,355 shares of Company Common Stock were subject to outstanding Company Stock Options, with a weighted average exercise price of $25.29 per share, (iv) 1,723,200 shares of Company Common Stock were issuable in respect of outstanding Company Performance Share Awards (assuming achievement of applicable performance goals at maximum), (v) 43,674 shares of Company Common Stock were issuable in respect of outstanding Company RSUs, (vi) 1,370,430 shares of Company Common Stock were issuable in respect of Company Restricted Shares, (vii) 5,345,573 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plan and (viii) no shares of Company Preferred Stock were issued or outstanding. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock of the Company were issued, reserved for issuance or outstanding. From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than the issuance of Company Common Stock upon the exercise of Company Stock Options or the settlement of Company Performance Share Awards Company RSUs or Company Restricted Shares.

(b) All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

(c) As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”).

(d) Except as set forth above, as of the date of this Agreement, there are no options, warrants, convertible or exchangeable securities, stock-based performance units or other rights or Contracts to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant or enter into any such option, warrant, security, unit, right or Contract or (iii) that give any person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company, except for (A) acquisitions of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price of Company Stock Options, (B) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to Company Stock Options, Company Restricted Shares, Company Performance Share Awards or Company RSUs and (C) the acquisition by the Company of Company Stock Options, Company Restricted Shares and Company Performance Share Awards and Company RSUs in connection with the forfeiture of such awards.

(e) All Company Stock Options, Company Restricted Shares, Company Performance Share Awards and Company RSUs are evidenced by written award agreements, in each case substantially in the forms that have been made available to Parent, except that such agreements differ from such forms with respect to the number of Company Stock Options, Company Restricted Shares, Company Performance Share Awards, Company RSUs or shares of Company Common Stock covered thereby, the exercise price (if applicable), vesting schedule and expiration date applicable thereto and other similar terms.

Section 2.03 Company Subsidiaries; Equity Interests. (a) Section 2.03(a) of the Company Disclosure Letter lists, as of the date of this Agreement, each material Company Subsidiary and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights, and are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (collectively, “Liens”), other than Permitted Liens. As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units or Contracts to

which any Company Subsidiary is a party or by which any Company Subsidiary is bound obligating any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, any Company Subsidiary.

(b) Except for its interests in the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person.

Section 2.04 Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions, subject, in the case of the Merger, to receipt of the Company Shareholder Approval, if required by applicable Law. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger and the other Transactions to which it is a party, subject, in the case of the Merger, to receipt of the Company Shareholder Approval, if required by applicable Law. The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (the “Bankruptcy and Equity Exception”)).

(b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held at which all directors of the Company were present duly and unanimously adopted, in accordance with Sections 1721 and 2538, if applicable, of the PBCL, resolutions (i) approving and declaring advisable this Agreement, the Merger and the other Transactions, (ii) determining that the Merger and the other Transactions are in the best interests of the Company, (iii) proposing the Merger in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement as a plan of merger for the purposes of Section 1922 of the PBCL and (iv) recommending that the Company’s shareholders adopt this Agreement if the Company Shareholder Approval is required by applicable Law (the recommendation set forth in subclause (iv) of this Section 2.04(b), the “Company Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way.

(c) Assuming the representations and warranties set forth in Section 3.08 are true and correct, (i) the only affirmative vote or written consent of holders of any class or series of capital stock of the Company necessary to consummate the Merger is, if required by applicable Law, the affirmative vote of a majority of the votes cast by the holders of outstanding shares of Company Common Stock entitled to vote thereon, or written consent of the majority of holders who would have been entitled to cast the minimum number of votes that would be

necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting, in favor of adopting this Agreement (the “Company Shareholder Approval”) and (ii) the affirmative vote or written consent of the holders of any class or series of capital stock of the Company is not necessary to consummate any Transaction other than the Merger. The delivery of the Shareholder Consent will constitute Company Shareholder Approval.

Section 2.05 No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation (including any right of repurchase or obligation to make an offer to purchase) or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Articles, the Company Bylaws or the comparable organizational documents of any Company Subsidiary, (ii) any material contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 2.05(b), any judgment, order, injunction or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Law”) applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect (it being agreed that for purposes of this Section 2.05(a), clause (G) of the definition of the term “Company Material Adverse Effect”, shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur).

(b) No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any national, federal, state, provincial, local or other government, domestic or foreign, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”), is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the applicable requirements of antitrust, competition or other similar Laws of jurisdictions other than the United States (collectively, “Foreign Antitrust Laws”), (iii) the applicable requirements of the Securities Act of 1933, as amended (including all rules and regulations promulgated thereunder, the “Securities Act”), and the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”), including the filing of the Information Statement or Proxy Statement, if applicable, and applicable state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement, the Voting Agreement, the Merger and the other

Transactions, (iv) the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) such filings as may be required under the rules and regulations of the NASDAQ Global Select Market (the “Nasdaq”) and (vi) such other items (A) required solely by reason of the participation of Parent (as opposed to any third Person) in the Transactions or (B) that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect (it being agreed that for purposes of this Section 2.05(a), clause (G) of the definition of the term “Company Material Adverse Effect”, shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur).

Section 2.06 SEC Documents; Undisclosed Liabilities. (a) The Company has filed or furnished all material reports, schedules, forms, statements and other documents required to be filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act by the Company with the SEC since January 1, 2012 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”).

(b) As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document).

(c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end adjustments).

(d) Except as reflected or reserved against in the consolidated balance sheet of the Company, as of December 31, 2014, or the notes thereto, included in the Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

(e) The Company has established and maintained disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act), as required by Rule 13a-15 under the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

(f) There are no outstanding loans or other extensions of credit made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(g) Since January 1, 2012, (i) the Company has, to its knowledge, complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq and (ii) each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules and regulations promulgated by the SEC and Nasdaq, and the statements contained in any such certifications are complete and correct.

(h) Since January 1, 2012, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any Company Subsidiary was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

Section 2.07 Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Information Statement or Proxy Statement, as applicable, will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such Company SEC Document). The Information Statement or Proxy Statement, as applicable, will comply as to form in all material respects with the requirements of the Exchange Act, except that no representation or warranty is made by the Company with respect to statements included or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.

Section 2.08 Absence of Certain Changes or Events. (a) Since the date of the Company Balance Sheet, there has not been any Company Material Adverse Effect.

(b) From the date of the Company Balance Sheet to the date of this Agreement, each of the Company and the Company Subsidiaries has, in all material respects, conducted and operated its business in the ordinary course of business consistent with past practice, and none of the Company or the Company Subsidiaries has taken or failed to take any action that, had such action been taken or failed to have been taken after the date hereof, would have required Parent’s consent under Sections 4.01(b), 4.01(c), 4.01(e), 4.01(g), 4.01(h), 4.01(i) and 4.01(l), except in each case for the execution and delivery of this Agreement.

Section 2.09 Taxes. (a) Each of the Company and each Company Subsidiary has (i) timely filed, or caused to be timely filed, taking into account any extensions of time within which to file, all material Tax Returns required to have been filed and such Tax Returns are true, accurate and complete in all material respects, and (ii) paid, or caused to be paid, all material Taxes (whether or not shown to be due on such Tax Returns) required to have been paid by it, other than Taxes that are not yet due and payable or that are being contested in good faith in appropriate Proceedings and for which adequate reserves have been established in accordance with GAAP.

(b) Each of the Company and each Company Subsidiary has properly withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor or other third party.

(c) Neither the Company nor any Company Subsidiary has received written notice of any audit, examination, investigation or other proceeding from any taxing authority for a material amount of unpaid Taxes asserted against the Company or Company Subsidiary, which have not been fully paid or settled. With respect to any tax years open for audit as of the date hereof, neither the Company nor any Company Subsidiary has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any material Tax.

(d) Neither the Company nor any Company Subsidiary is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such agreements or arrangements (i) exclusively between or among the Company and one or more wholly owned Company Subsidiaries or (ii) with third parties made in the ordinary course of business, the primary subject matter of which is not Tax).

(e) Neither the Company nor any Company Subsidiary has any liability for Taxes of any Person (other than the Company or any Company Subsidiary) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law, or as a transferee or successor, by Contract or otherwise.

(f) Within the past two (2) years, neither the Company nor any Company Subsidiary has been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”) in a distribution intended to qualify for tax-free treatment under Section 355 of the Code.

(g) Neither the Company nor any Company Subsidiary has been a party to a transaction that constitutes a “listed transaction” as defined in Section 6011 of the Code and applicable Treasury Regulations thereunder (or a similar provision of state Law).

(h) For purposes of this Agreement:

(i) “Tax Return” means all Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes required to be filed with any taxing authority.

(ii) “Taxes” means all taxes, customs, tariffs, imposts, levies, duties, fees or other like assessments or charges in the nature of tax imposed by a Governmental Entity, together with all interest, penalties and additions imposed with respect to such amounts.

Section 2.10 Labor Relations. There are no labor agreements, collective bargaining agreements, work rules or any other labor-related agreements or arrangements (collectively, “Collective Bargaining Agreements”) to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound, other than the sectoral Collective Bargaining Agreements imposed by Law set forth on Section 2.10 of the Company Disclosure Letter. None of the employees of the Company or any Company Subsidiary is represented by any labor union, labor organization or works council (other than any sectoral Collective Bargaining Agreements imposed by Law) with respect to his employment by the Company or any such Company Subsidiary. Since January 1, 2012, neither the Company nor any of the Company Subsidiaries has experienced any actual or, to the knowledge of the Company, threatened material arbitrations, grievances, labor disputes, strikes, work stoppages, slowdowns, lockouts or union organization attempts concerning any employees of the Company or a Company Subsidiary. There is no material unfair labor practice Proceeding or other

Proceeding involving any current or former employee of the Company or any Company Subsidiary or relating to labor matters that is existing, pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary, except as is not, and would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and the Company Subsidiaries, taken as a whole. The Company is not and has not since January 1, 2012, been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required by Law to comply with Executive Order 11246 or (iii) required by Law to maintain an affirmative action plan. To the knowledge of the Company, no current employee of the Company or Company Subsidiary at the level of senior vice president or above intends to terminate his or her employment. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any Collective Bargaining Agreement, employment agreement, consulting agreement or any other labor-related agreement to which the Company or any Company Subsidiary is a party, except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Section 2.11 Employee Benefits. (a) Section 2.11(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Company Benefit Plan and material Company Benefit Agreement.

(b) With respect to each material Company Benefit Plan and material Company Benefit Agreement, the Company has made available to Parent true and complete copies of (i) such Company Benefit Plan or Company Benefit Agreement, including any amendment thereto (or, in either case, with respect to any unwritten material Company Benefit Plan or material Company Benefit Agreement, a written description thereof), (ii) each trust, insurance, annuity or other funding Contract or vehicle related thereto, (iii) the most recent annual report on Form 5500 required to be filed with the Internal Revenue Service with respect thereto (if any), and (iv) the most recent Summary Plan description for each such Company Benefit Plan for which such Summary Plan description is required by applicable Law.

(c) Each Company Benefit Plan and Company Benefit Agreement has been operated and administered in accordance with its terms and is in compliance with all applicable Laws (including applicable foreign Laws), including applicable provisions of ERISA and the Code, other than failures that would not reasonably be expected to result in a material liability to the Company or any Company Subsidiary.

(d) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code (or qualified or registered under any comparable provision under applicable foreign Law) has received a favorable determination letter or opinion letter as to such qualification or registration from the Internal Revenue Service (or any comparable Governmental Entity), and there are no existing circumstances or any events that have occurred, either by reason of any action or failure to act, that would reasonably be expected to cause the loss of any such qualification, registration or tax-exempt status, except where such loss of qualification, registration or tax-exempt status would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

(e) None of the Company, any of the Company Subsidiaries or any Commonly Controlled Entity has sponsored, maintained, contributed to or been required to maintain or contribute to, or has any actual or contingent liability under, any “pension plan” (as defined in Section 3(2) of ERISA) that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including any “single employer plan”, any “multi-employer plan” (each as defined in Section 4001 of ERISA), or a “multiple employer plan” as defined in Section 413(c) of the Code or is otherwise a defined benefit plan.

(f) Neither the Company nor any Company Subsidiary has any material liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary other than for continuation coverage required under Section 4980B(f) of the Code or any state or foreign Laws.

(g) None of the execution and delivery of this Agreement, the obtaining of the Company Shareholder Approval, if required by applicable Law, or the consummation of the Merger or any other Transaction (alone or in conjunction with any other event, including any termination of employment on or following the Effective Time) will (i) entitle any current or former director, officer or employee of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or increase or trigger any payment or funding, of any compensation or benefit or trigger any other material obligation under any Company Benefit Plan or Company Benefit Agreement, (iii) result in any violation of, or default under, or limit the Company’s right to amend, modify or terminate, any Company Benefit Plan or Company Benefit Agreement or (iv) or result in payment or provision of any amount (whether in cash or property or the vesting of property) to any current or former director, officer, employee or consultant of the Company or any of the Company Subsidiaries under any Company Benefit Plan or Company Benefit Agreement that would not be deductible by reason of Section 280G of the Code or would be subject to an excise Tax under Section 4999 of the Code. Neither the Company nor any of the Company Subsidiaries has any indemnity obligation on or after the Effective Time for any Taxes imposed under Section 4999 or 409A of the Code.

(h) To the knowledge of the Company, there are no pending claims against the Company or any Company Subsidiary with respect to any Company Benefit Plan or Company Benefit Arrangement, by or on behalf of any current or former employee or beneficiary covered under such Company Benefit Plan or Company Benefit Arrangement (other than routine claims for benefits) that could reasonably be expected to result in a material liability to the Company or any Company Subsidiary.

(i) Except as would not reasonably be expected to result in a material liability to the Company or any Company Subsidiary, each Company Benefit Plan and Company Benefit Agreement that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) that is not exempt from Section 409A of the Code has (A) been maintained and operated since January 1, 2005, in good faith compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder so as to avoid any Tax, penalty or interest under Section 409A and, as to any such plan in existence prior to January 1, 2005, has not been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004, and (B) since January 1, 2009, has been in documentary and operational compliance with Section 409A of the Code an all applicable IRS guidance promulgated thereunder.

(j) For purposes of this Agreement:

(i) “Commonly Controlled Entity” means any Person that, together with the Company, is treated as a single employer under Section 414 of the Code or within the meaning of Section 4001(b) of ERISA.

(ii) “Company Benefit Agreement” means each employment, consulting, indemnification, severance or termination agreement or arrangement between the Company or any Company Subsidiary, on the one hand, and any current or former employee, officer or director of the Company or any Company Subsidiary, on the other hand (but excluding any Company Benefit Plans), other than any agreement or arrangement mandated by applicable Law.

(iii) “Company Benefit Plan” means each “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA, employee pension benefit plan within the meaning of Section 3(2) of ERISA, bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity-based compensation, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefits plan, policy, program, arrangement or understanding, in each case sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by the Company or any Company Subsidiary, in each case for the benefit of any current or former director, officer or employee of the Company or any Company Subsidiary, other than (A) any “multiemployer plan” (within the meaning of Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or (B) any plan, policy, program, arrangement or understanding mandated by applicable Law.

Section 2.12 Title to Properties. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to, or valid leasehold interests in, all their respective properties and assets reflected in the Company Balance Sheet (other than properties or assets that have been sold or disposed of, or for which a valid leasehold interest has expired and not been renewed, in the ordinary course of business), free and clear of all Liens, except (i) statutory Liens for Taxes that are not yet due and payable or Liens for Taxes that are being contested in good faith in appropriate Proceedings and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business, (iii) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (iv) zoning, building and other

similar codes and regulations, (v) any conditions that would be disclosed by a current, accurate survey or physical inspection and (vi) Liens (other than Liens securing indebtedness for borrowed money), defects or irregularities in title, easements, rights-of-way, covenants, restrictions, non-exclusive licenses granted in the ordinary course of business and other similar matters that would not reasonably be expected to, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate as presently conducted in the business of the Company and the Company Subsidiaries (collectively, “Permitted Liens”). Except as would not reasonably be expected to, individually or in the aggregate, have Company Material Adverse Effect, (a) the Company and the Company Subsidiaries have complied with the terms of all leases to which they are parties and under which they are in occupancy (other than leases that expired and were not renewed in the ordinary course of business) that are material to the business of the Company and the Company Subsidiaries, taken as a whole, including the lease for the Company’s corporate headquarters in Bridgewater, New Jersey, all such leases are in full force and effect, and (b) to the knowledge of the Company, no material default exists under any such material lease. Section 2.12 of the Company Disclosure Letter sets forth a true, complete and correct list of each material real property owned or leased by the Company and the Company Subsidiaries, including the owner, location, principal use, and square footage thereof.

Section 2.13 Contracts. (a) Except for this Agreement and for the Contracts disclosed in the Filed Company SEC Documents, Section 2.13(a) of the Company Disclosure Letter sets forth a true and complete list as of the date of this Agreement, and the Company has made available to Parent true and complete copies, of:

(i) each Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act;

(ii) each Contract to which the Company or any Company Subsidiary is a party that (A) restricts the ability of the Company or any Company Subsidiary to compete in any business or with any Person in any geographical area, (B) requires the Company or any Company Subsidiary to conduct any business on a “most favored nations” basis with any third party, or (C) provides for “exclusivity” or any similar requirement in favor of any third party;

(iii) each Contract under which the Company or any Company Subsidiary licenses or sublicenses or otherwise grants or receives rights with respect to Intellectual Property from or to any third party (other than generally commercially available, off-the-shelf software programs), including license agreements, coexistence agreements, non-assertion agreements, option agreements and escrow agreements with respect to Intellectual Property, except for non-exclusive licenses from third parties or to customers in the ordinary course of business;

(iv) each Contract to which the Company or any Company Subsidiary is a party that provides for annual payments or receipts in excess of $5,000,000;

(v) each Contract to which the Company or any Company Subsidiary is a party relating to indebtedness for borrowed money, pursuant to which a Lien (other than a Permitted Lien) is granted and outstanding or any financial guaranty, in each case with respect to a principal amount in excess of $5,000,000;

(vi) each Contract that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business), businesses (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of a third party that (A) has not yet been consummated or (B) has outstanding any material purchase price adjustment, “earn-out”, indemnification, payment or similar obligations on the part of the Company or any Company Subsidiary;

(vii) each Contract pursuant to which the Company or any Company Subsidiary has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations (other than indemnification or performance guarantee obligations provided for in the ordinary course of business consistent with past practice), in each case that could result in payments in excess of $1,000,000;

(viii) any Contract that obligates the Company or any Company Subsidiary to make any capital commitment, loan or expenditure in an amount in excess of $5,000,000;

(ix) any Government Contract;

(x) each Contract, other than with respect to any partnership that is wholly owned by the Company or any wholly owned Company Subsidiary, that relates to the formation, creation, operation, management or control of any legal partnership or any joint venture entity pursuant to which the Company has an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person; and

(xi) each Contract with or binding upon the Company or any of the Company Subsidiaries or any of their respective properties or assets that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act.

Each such Contract described in clauses (i) through (xii) above is referred to herein as a “Specified Contract”.

(b) As of the date of this Agreement, each of the Specified Contracts is valid, binding and enforceable (except as such enforceability may be limited by the Bankruptcy and Equity Exception) on the Company or a Company Subsidiary, as the case may be, and, to the knowledge of the Company, each other party thereto, and is in full force and effect, except for such failures to be valid, binding or enforceable or to be in full force and effect as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. As of the date of this Agreement, there is no default under any Specified Contract by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party

thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party thereto, in each case except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received in the twelve months immediately preceding the date of this Agreement a notice from any other party under any Specified Contract of an intent to terminate, cancel or fail to renew such Specified Contract, in each case except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Section 2.14 Litigation. There is no claim, charge, complaint, suit, action, investigation (to the knowledge of the Company), grievance, arbitration or proceeding (each, a “Proceeding”) pending or, to the knowledge of the Company threatened against the Company or any Company Subsidiary that would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, nor is there any Judgment outstanding against the Company or any Company Subsidiary that would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2012, neither the Company nor any Company Subsidiary has received any notice alleging any non-compliance or violations of Law from, or any notice of any actual or pending investigations by, any Governmental Entity, that is or would reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is subject to any outstanding Legal Restraint (whether temporary, pending or permanent) that is or would reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and the Company Subsidiaries, taken as a whole.

Section 2.15 Compliance with Laws. (a) Each of the Company and the Company Subsidiaries is and, since January 1, 2012, has been in compliance with all Laws applicable to its business or operations, including applicable Laws regarding personally identifiable information, data privacy and consumer privacy and employment and United States immigration, except as is not, and would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and the Company Subsidiaries, taken as a whole. Each of the Company and the Company Subsidiaries has in effect all approvals, authorizations, certificates, registrations, licenses, exemptions, permits and Consents of Governmental Entities (collectively, “Authorizations”) necessary for it to conduct its business as presently conducted, and all such Authorizations are in full force and effect, except for such Authorizations the absence of which, or the failure of which to be in full force and effect, would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. This Section 2.15 does not relate to environmental matters, which are the subject of Section 2.16, employee benefit matters, which are the subject of Section 2.11, or Taxes, which are the subject of Section 2.09.

(b) Except would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and the Company Subsidiaries, taken as a whole: (i) none of the Company or the Company Subsidiaries have, since January 1, 2010, violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, the Anti-Kickback Act of 1986, as amended, any applicable Law enacted in connection with, or arising

under, the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Officials in International Business Transactions, the Prevention of Corruption Act, 1988 (of India) and Prevention of Money Laundering Act, 2002 (of India), and any other applicable Law that relates to bribery or corruption and (ii) the Company and the Company Subsidiaries make and keep books, records, and accounts that fairly reflect transactions and the distribution of the Company’s and the Company Subsidiaries’ assets, and to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are taken in accordance with management’s directives and are properly recorded.

(c) Each of the Company and the Company Subsidiaries is and, since January 1, 2014, has been in material compliance with the provisions of the Companies Act, 1956 (of India), the Foreign Exchange Management Act 1999 (of India), the Customs Act, 1962 (of India), the Foreign Trade Policy (of India) and the Software Technology Parks of India Scheme. Each of the Company and the Company Subsidiaries maintains all material approvals and statutory records as may be required under the Companies Act, 1956 (of India), the Foreign Exchange Management Act, 1999 (of India), the Customs Act, 1962 (of India), the Foreign Trade Policy (of India) and the Software Technology Parks of India Scheme.

Section 2.16 Environmental Matters. (a) Except for matters that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of the Company and the Company Subsidiaries is and, since January 1, 2012, has been in compliance with all Environmental Laws, (ii) each of the Company and the Company Subsidiaries possesses and is in compliance with all Authorizations required under Environmental Laws for it to conduct its business as presently conducted and (iii) since January 1, 2012, none of the Company or the Company Subsidiaries has received any written notice, demand, request for information, citation, summons or complaint with respect to the Company or the Company Subsidiaries (or any of their respective predecessors) that relates to or arises out of any Environmental Law.

(b) For purposes of this Agreement, “Environmental Law” means any Law or Judgment promulgated by any Governmental Entity with respect to the environment, natural resources, endangered or threatened species, human health or safety (as such related to pollutants, chemicals or any hazardous or toxic substances or waste) or any pollutant, contaminant, chemical or toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material.

Section 2.17 Intellectual Property. (a) As of the date of this Agreement, to the knowledge of the Company, the Company and the Company Subsidiaries own, license, sublicense or otherwise possess legally enforceable rights to use all Intellectual Property necessary to conduct the business of the Company and the Company Subsidiaries as presently conducted, except for any such rights to Intellectual Property the absence of which would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

(b) Section 2.17(b) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all Company Registered Intellectual Property.

(c) The conduct of the business of the Company and the Company Subsidiaries as presently conducted, does not infringe, violate or constitute a misappropriation of any valid Intellectual Property rights of any third party, except for such infringements, violations and misappropriations that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written claim or notice from any Person from January 1, 2012 to the date of this Agreement alleging any such infringement, violation or misappropriation, except for any such alleged infringement, violation or misappropriation that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

(d) As of the date of this Agreement, to the knowledge of the Company, all of the Company Registered Intellectual Property is subsisting, in use and valid, and has not been held invalid or unenforceable by a court of competent jurisdiction.

(e) Each of the Company and the Company Subsidiaries has taken commercially reasonable steps to protect and maintain the confidentiality of the information of the Company and the Company Subsidiaries that is of a nature that the Company intends to keep confidential.

(f) As of the date of this Agreement, to the knowledge of the Company, no third party is infringing, violating or misappropriating any of the Company Registered Intellectual Property, except for infringements, violations or misappropriations that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

(g) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) no third party software subject to an “open source” or similar license has been distributed, licensed or used by the Company or the Company Subsidiaries in a manner that requires the licensing or provision of Company Source Code to third parties; (ii) no rights have been granted in the ordinary course of business to any Person other than the Company or the Company Subsidiaries to access or possess any Company Source Code, other than any such rights granted to (x) customers with respect to source code included in customer deliverables or services, and (y) service providers in connection with services provided to the Company or the Company Subsidiaries, in each case subject to confidentiality obligations with respect to such access or possession.

(h) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries have implemented (x) commercially reasonable measures to protect the integrity and security of their information technology systems used in connection with the operations of the Company’s and the Company Subsidiaries’ businesses from viruses, worms, Trojan horses, malicious or unauthorized code, “time bombs”, disabling programs, or similar programs that permit unauthorized access or the unauthorized disruption, impairment, disablement or erasure of data or software and from unauthorized access and (y) commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures and (ii) to the knowledge of the Company, there have been no material security breaches in the information technology systems used by or on behalf of the Company and the Company Subsidiaries.

(i) The Company and each of the Company Subsidiaries own, lease or license, or have services provided to them using, all computer systems that are necessary for the operations of their business as presently conducted. Since January 1, 2012, there has been no failure or other substandard performance of any computer systems that has caused any disruption to the business of Company or any Company Subsidiary, other than such disruption as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

(j) The Company is in compliance with applicable Law, as well as its own policies, relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company, and as of the date hereof no claims are pending or threatened against the Company alleging a violation of any Person’s privacy or personal information, except as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and the Company Subsidiaries, taken as a whole.

(k) For purposes of this Agreement:

(i) “Company Registered Intellectual Property” means all applications for and registrations of any patents (including divisions, continuations, continuations-in-part and renewals), trademarks, service marks, trade names, utility models, domain names, copyrights and designs, in each case owned by or registered to the Company or any of the Company Subsidiaries and which is material to the business of the Company and the Company Subsidiaries, taken as a whole.

(ii) “Company Source Code” means source code to any material software owned or developed by or on behalf of the Company or the Company Subsidiaries.

(iii) “Intellectual Property” means all intellectual property rights of any kind or nature throughout the world, including all (A) patents, trademarks, service marks, trade names, domain names, utility models, copyrights and designs, (B) applications for and registrations of such patents, trademarks, service marks, trade names, domain names, utility models, copyrights and designs, (C) trade secrets, processes, formulae, methods, schematics, technology, know-how, computer software programs and applications (whether in source code, object code or other form), algorithms, data and databases and (D) other tangible or intangible proprietary or confidential information and materials.

Section 2.18 Insurance. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) all insurance policies of the Company and the Company Subsidiaries are in full force and effect and were in full force and effect during the periods of time such insurance policies purport to have been in effect, (ii) neither the Company nor any of the Company Subsidiaries is in breach or default under any such insurance policy (including any such breach or default with respect to the payment of premiums or the giving of notice), (iii) no written notice of cancelation or termination has been received with respect to any such insurance policy, other than in connection with ordinary renewals and (iv) there is no material claim by the Company or any of the Company Subsidiaries pending as of the date of this Agreement under any such insurance policy that has been denied or disputed by the insurer.

Section 2.19 Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger, and the other Transactions based upon arrangements made by or on behalf of the Company or any of its affiliates.

Section 2.20 Takeover Statutes; No Rights Agreement. Pursuant to the Company Articles, the Company has duly and properly opted out of each of Subchapters E, F, G and H of Chapter 25 of the PBCL such that those Subchapters shall not apply to the Company. No other Takeover Statute, assuming the accuracy of the representations in Section 3.08, is applicable to this Agreement, the Merger and the other Transactions. The Company is not party to a shareholder rights agreement, “poison pill” or similar anti-takeover agreement or plan.

Section 2.21 Opinion of Financial Advisor. The Company Board has received the opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the effect that, as of the date hereof and based upon and subject to the various assumptions and limitations set forth therein, the consideration to be received by the holders of Company Common Stock in the Merger is fair from a financial point of view, to such holders, a true and complete signed copy of which opinion will be made available to Parent for information purposes only promptly following the date of this Agreement.

Section 2.22 Restrictions on Business Activities. Other than customer Contracts entered into in the ordinary course of its business that contain non-compete provisions with respect to the business of the customer and which do not prohibit or impair the business practice of the Company or the Company Subsidiaries in such a way as to be material and adverse to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor the Company Subsidiaries is party to or bound by any Contract containing any covenant limiting in any material respect the right of the Company or the Company Subsidiaries to engage or compete in any line of business or to compete with any Person.

Section 2.23 Customers and Vendors. Section 2.24(a) of the Company Disclosure Letter lists the fifteen largest customers of the Company and the Company Subsidiaries (determined on the basis of aggregate revenues recognized by the Company and the Company Subsidiaries over the four consecutive fiscal quarter period ended March 31, 2015) (each, a “Major Customer”). Section 2.24(b) of the Company Disclosure Letter lists the ten largest vendors of the Company and the Company Subsidiaries (determined on the basis of aggregate purchases made by the Company and the Company Subsidiaries over the four consecutive fiscal quarter period ended March 31, 2015) (each, a “Major Vendor”). The Company has not in the twelve months immediately preceding the date of this Agreement received, as of the date of this Agreement, any notice in writing from any Major Customer or Major Vendor that such Major Customer or Major Vendor intends to terminate, or not renew, its relationship with the Company or any Company Subsidiary, or institute any Proceedings against the Company or any Company Subsidiary.

ARTICLE III

Representations and Warranties of Parent and Merger Sub

Parent and Merger Sub, jointly and severally, represent and warrant to the Company that:

Section 3.01 Organization, Standing and Power. SA is a société anonyme duly organized, validly existing and in good standing under the laws of France. NA is a corporation, duly organized, validly exiting and in good standing under the law of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Pennsylvania. Each of Parent and Merger Sub has full corporate power and authority to conduct its businesses as presently conducted.

Section 3.02 Merger Sub. (a) Merger Sub was formed solely for the purpose of entering into the Transactions, and since the date of its incorporation, Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

(b) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien.

Section 3.03 Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by Parent, as sole shareholder of Merger Sub (which shall occur immediately following the execution of this Agreement). The execution and delivery by each of Parent and Merger Sub of this Agreement and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject, in the case of the Merger, to the adoption of this Agreement by Parent, as sole shareholder of Merger Sub. Neither the approval or adoption of this Agreement nor the consummation of the Merger or the other Transactions requires any approval of the shareholders of Parent. Each of Parent and Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception).

Section 3.04 No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit

under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s subsidiaries, (ii) any Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any Judgment or Law applicable to Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

(b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) compliance with and filings under the applicable requirements of Foreign Antitrust Laws, (iii) compliance with and filings under the applicable requirements of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iv) the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania in accordance with the provisions of the PBCL and (v) such other items (A) required solely by reason of the participation of the Company (as opposed to any third Person) in the Transactions or (B) that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

Section 3.05 Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement or Proxy Statement, as applicable, will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s shareholders and, if applicable in the case of the Proxy Statement, at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to statements included or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein.

Section 3.06 Brokers. No broker, investment banker, financial advisor or other Person, other than Lazard Frères & Co., the fees and expenses of which will be paid by Parent, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger and the other Transactions based upon arrangements made by or on behalf of Parent or any of its affiliates.

Section 3.07 Litigation. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of Parent, threatened against Parent or any subsidiary of Parent that would reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect, nor is there any Judgment outstanding against Parent or any subsidiary of Parent that would reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

Section 3.08 Ownership of Company Common Stock. Neither Parent or Merger Sub is, nor at any time during the last five years has either Parent or Merger Sub been, an “interested shareholder” of the Company as defined in Section 2553 of the PBCL. As of the date of this Agreement, none of Parent, Merger Sub or other affiliates of Parent, owns any Company Common Stock, whether beneficially or of record.

Section 3.09 Certain Business Relationships. Neither Parent nor any of its affiliates is a party to any Contract with any director, officer or employee of the Company or any Company Subsidiary.

Section 3.10 Available Funds. SA, NA and Merger Sub, collectively, have funds available, which are sufficient to consummate the Merger and the other Transactions on the terms contemplated by this Agreement and, at the Effective Time, SA, NA and Merger Sub, collectively will have available all of the funds necessary for the acquisition of all shares of Company Common Stock pursuant to the Merger, to pay all fees and expenses in connection therewith, to make payments pursuant to Section 5.04 and to perform their respective obligations under this Agreement. SA, NA and Merger Sub acknowledge and agree that their obligations hereunder are not subject to any conditions regarding SA’s, NA’s, Merger Sub’s or any other Person’s ability to obtain financing for the consummation of the Transactions.

ARTICLE IV

Covenants Relating to Conduct of Business

Section 4.01 Conduct of Business of the Company. Except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary course, use commercially reasonable efforts to conduct its business in compliance with all applicable Laws and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact its present business organization, (y) keep available the services of its present executive officers and employees and (z) preserve its present relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with it. In addition, without limiting the generality of the foregoing, except for matters set forth on Section 4.01 of the Company Disclosure Letter (and on no other Section of the Company Disclosure Letter) or otherwise expressly permitted or required by this Agreement or required by applicable Law, from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

(a) enter into any new material line of business;

(b) (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, equity securities or property) in respect of, any of its capital stock, other than dividends and distributions of cash by a direct or indirect wholly owned subsidiary of the Company to its parent (provided such subsidiary and its parent are each organized in the United States), (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) repurchase, redeem, offer to redeem or otherwise acquire, directly or indirectly, any shares of capital stock of the Company or any Company Subsidiary or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire any such shares of capital stock, except for (A) acquisitions of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price of Company Stock Options, (B) the withholding of shares of Company Common Stock to satisfy Tax obligations with respect to Company Stock Options, Company Restricted Shares, Company Performance Share Awards or Company RSUs and (C) the acquisition by the Company of Company Stock Options, Company Restricted Shares, Company Performance Share Awards or Company RSUs in connection with the forfeiture of such awards, in each case to the extent existing on the date hereof and in accordance with their terms;

(c) issue, deliver, sell, authorize, pledge or otherwise encumber any shares of its capital stock, or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire such shares, any Voting Company Debt or any other rights that give any person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock, other than issuances of Company Common Stock upon (A) the exercise of Company Stock Options to the extent existing on the date hereof in accordance with their present terms; or (B) settlement of Company Performance Share Awards, Company RSUs or Company Restricted Shares, in each case in accordance with their terms;

(d) amend its articles of incorporation, bylaws or other comparable organization documents;

(e) acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing any equity or voting interest in or a substantial portion of the assets of, or by any other manner, any assets outside of the ordinary course of business, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person (other than the Company or any Company Subsidiary), if the amount of consideration paid or transferred by the Company and the Company Subsidiaries would, individually or in the aggregate exceed $5,000,000, or solicit or participate in any negotiations with respect to any of the foregoing;

(f) enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any joint venture, strategic partnership or other alliance, in each case, involving an equity interest in any Person;

(g) except as required pursuant to the terms of any Company Benefit Plan or Company Benefit Agreement, in each case, in effect on the date of this Agreement, (A) adopt, enter into, establish, terminate, amend or modify any Collective Bargaining Agreement, Company Benefit Plan or Company Benefit Agreement, other than entry into, establishment,

termination, amendment or modification of any Collective Bargaining Agreement, Company Benefit Plan or Company Benefit Agreement in the ordinary course of business and in a manner that would not increase costs to the Company, Parent or any of their respective Affiliates by more than a de minimis amount, (B) grant to any current or former employee any increase in compensation other than any non-material increase in the ordinary course to employees below the level of vice-president, (C) grant to any current or former employee any increase in severance or termination pay other than (1) any non-material increase in the ordinary course to employees below the level of vice-president or (2) any increase that arises from a non-material increase in compensation permitted by (g)(B) above, (D) enter into any employment, consulting, severance or termination agreement with any current or former employee, director or executive officer of the Company or any Company Subsidiary or (E) take any action to accelerate any rights or benefits under any Company Benefit Plan or Company Benefit Agreement;

(h) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company or materially revalue any of its assets, except as may be required (i) by GAAP (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or (ii) by Law, including Regulation S-X promulgated under the Securities Act;

(i) sell, lease (as lessor), license or otherwise dispose of (including through any “spin-off”), or pledge, encumber or otherwise subject to any Lien (other than a Permitted Lien), any properties or assets that are material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole, except (i) sales or other dispositions of inventory and excess or obsolete properties or assets in the ordinary course of business or (ii) pursuant to Contracts made available to Parent and in effect prior to the date of this Agreement;

(j) (i) incur or materially modify the terms of (including by extending the maturity date thereof) any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities, options, warrants, calls or other rights to acquire any debt securities of the Company or any Company Subsidiary, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, in each case other than (A) indebtedness incurred under (x) the facilities agreement originally dated 22 November 2013 and amended and restated on 16 April 2014 between, amongst others, iGATE Corporation (as parent), Pan-Asia iGATE Solutions (as borrower), ING Bank N.V. Singapore Branch (as agent and security agent) and certain other lenders (the “Facilities Agreement”) and (y) indebtedness incurred under the Credit Agreement, dated May 10, 2011, among the Company, DBS Bank Ltd., other lenders party thereto, and DBS Bank Ltd., Bangalore Branch, as amended (the “Revolving Facility”), (B) letters of credit issued pursuant to the Revolving Facility or otherwise issued in the ordinary course of business, (C) interest rate and foreign exchange hedging arrangements on customary commercial terms in the ordinary course of business consistent with past practice or (D) short-term unsecured borrowings incurred in the ordinary course of business on arms-length terms and not in excess of $10,000,000 in aggregate principal amount outstanding at any one time, or (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than to or in (A) the Company or any Company Subsidiary or (B) any acquisition not in violation of clause (e) above;

(k) other than in accordance with the Company’s capital expenditure budget made available to Parent, make or agree to make any capital expenditure or expenditures that in the aggregate are in excess of $5,000,000;

(l) pay, discharge, settle, compromise or satisfy (i) any pending or threatened claims, liabilities or obligations relating to a Proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money damages in the ordinary course of business in an amount not to exceed $1,000,000 per payment, discharge, settlement, compromise or satisfaction or $5,000,000 in the aggregate for all such payments, discharges, settlements, compromises or satisfactions, or (ii) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby;

(m) other than as required by Law, make or change any material Tax election, change any material method of Tax accounting, settle or compromise any material Tax liability, claim or assessment or agree to an extension or waiver of the limitation period to any material Tax claim or assessment, enter into any closing agreement with respect to any material Tax or refund or amend any material Tax Return;

(n) except as is in the ordinary course of business, enter into, or modify or amend in a manner that is adverse to the Company in any material respect or terminate any Specified Contract or enter into any Contract that, if existing on the date of this Agreement, would have been a Specified Contract;

(o) cancel, abandon or permit to lapse any Company Registered Intellectual Property of the Company or any of the Company Subsidiaries;

(p) adopt a plan of complete or partial liquidation, dissolution or restructuring (including any material reductions in work force, lease terminations, restructuring of contracts or similar action), recapitalization or other reorganization of the Company (other than the Merger);

(q) sell, lease, license or otherwise transfer or dispose of, or create or incur any material Lien (other than Permitted Liens) on, any material Intellectual Property owned by the Company or any Company Subsidiary, except non-exclusive licenses granted by the Company or any Company Subsidiaries to any customer; or

(r) authorize, commit or agree to take any of the foregoing actions.

Section 4.02 No Frustration of Conditions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action (except as otherwise permitted by Sections 4.03 or 7.01) that would, or would reasonably be expected to, result in any condition to the Merger set forth in Article VI not being satisfied.

Section 4.03 No Solicitation. (a) The Company, the Company Subsidiaries and their respective directors and officers shall not, and the Company shall direct its and the Company Subsidiaries’ other Representatives not to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of any Company Takeover Proposal, (ii) enter into any agreement or understanding with respect to any Company Takeover Proposal, (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate the making of any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Takeover Proposal or (iv) commit or agree to do any of the foregoing. The Company shall, and shall cause its Representatives to, immediately (i) cease all discussions and negotiations regarding any inquiry, proposal or offer pending on the date of this Agreement that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (ii) request the prompt return or destruction of all confidential information previously furnished to any Person within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (iii) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any other provision of this Agreement, prior to (x) in the event that the Shareholder Consent is executed and delivered to Parent in accordance with Section 5.01(b), 11:59 p.m. New York time on the date that is 30 calendar days following the date of this Agreement or (y) in the event that the Shareholder Consent is not delivered in accordance with Section 5.01(b) and this Agreement is not terminated by Parent pursuant to Section 7.01(g), the time the Company Shareholder Approval is obtained at the Company Shareholders’ Meeting (the “Shareholder Approval Time”), in response to a written, bona fide Company Takeover Proposal that did not result from a material breach of this Section 4.03(a) and that the Company Board determines, in good faith, after consultation with outside counsel and a financial advisor, constitutes or would reasonably be expected to lead to a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), the Company may (A) furnish information with respect to the Company to the Person making such Qualifying Company Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement so long as the Company also contemporaneously provides Parent, in accordance with the terms of the Confidentiality Agreement, any material non-public information with respect to the Company furnished to such other Person which was not previously furnished to Parent, and (B) participate in discussions or negotiations with such Person and its Representatives regarding such Qualifying Company Takeover Proposal including soliciting the making of a revised Qualifying Company Takeover Proposal; provided, that the Company may only take the actions described in clauses (A) or (B) above, if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable Law.

(b) Neither the Company Board nor any committee thereof shall (i) (A) withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to withdraw or modify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, or (B) approve or recommend, or propose publicly to approve or recommend, any Company Takeover Proposal or resolve or agree to take any such action (any action described in this clause (i) being referred to herein as an “Adverse Recommendation Change”) or (ii) approve or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, option agreement, merger agreement, joint venture agreement, partnership agreement or other agreement relating to any Company Takeover Proposal (other than an Acceptable Confidentiality

Agreement entered into in accordance with Section 4.03(a)), or resolve, agree or publicly propose to take any such action. Notwithstanding anything to contrary in the foregoing or any other provision of this Agreement, at any time prior to (x) 11:59 p.m. New York time on the Written Consent End Date (in the event that the Shareholder Consent is executed and delivered to Parent in accordance with Section 5.01(b)) or (y) the Shareholder Approval Time (in the event that the Shareholder Consent is not delivered in accordance with Section 5.01(b) and this Agreement is not terminated by Parent pursuant to Section 7.01(g)), as applicable, the Company Board may, subject to compliance with this Section 4.03(b):

(i) in response to an Intervening Event, take or fail to take any of the actions specified in clause (A) of the definition of Adverse Recommendation Change (an “Intervening Event Adverse Recommendation Change”) if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and

(ii) if the Company Board receives a Superior Company Proposal, terminate this Agreement pursuant to Section 7.01(f) in accordance with Section 7.04(b);

provided that, prior to so making an Intervening Event Adverse Recommendation Change, or so terminating this Agreement, (1) the Company Board shall have given Parent at least four calendar days’ prior written notice (such notice period, as it may be renewed pursuant to the terms of this proviso, the “Match Period”) of its intention to take such action and a description of the reasons for taking such action (which notice, in respect of a Superior Company Proposal, shall specify the identity of the Person who made such Superior Company Proposal and all of the material terms and conditions of such Superior Company Proposal and attach the most current version of the relevant transaction agreement), (2) the Company shall have negotiated, and shall have caused its Representatives to negotiate in good faith, with Parent during such notice period, to the extent Parent wishes to negotiate, to enable Parent to revise the terms of this Agreement in such a manner that would eliminate the need for taking such action (and in respect of a Superior Company Proposal, would cause such Superior Company Proposal to no longer constitute a Superior Company Proposal), (3) following the end of such notice period, the Company Board shall have considered in good faith any revisions to this Agreement offered in writing by Parent in a manner that would form a binding contract if accepted by the Company, and shall have determined in good faith, after consultation with outside counsel, that failure to effect such Company Intervening Event Adverse Recommendation Change or to terminate this Agreement to accept a Superior Company Proposal would be inconsistent with its fiduciary duties under applicable Law and, with respect to a Superior Company Proposal, that such Superior Company Proposal continues to constitute a Superior Company Proposal and (4) in the event of any change to any of the material terms (including the form, amount and timing of payment of consideration) of such Superior Company Proposal, the Company shall, in each case, deliver to Parent an additional notice consistent with that described in clause (1) of this proviso and a renewed notice period under clause (1) of this proviso shall commence (except that the four-calendar-day notice period referred to in clause (1) of this proviso shall instead be equal to three calendar days) during which time the Company shall be required to comply with the requirements of this Section 4.03(b) anew with respect to each such additional notice, including clauses (1) through (4) of this proviso. Regardless of whether there is an Adverse Recommendation Change, the Company Shareholders’ Meeting shall be held in accordance with the terms of this Agreement unless this Agreement shall have been terminated pursuant to Article VII.

(c) Nothing contained in this Section 4.03 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to shareholders), including making any “stop-look-and-listen” communication to the shareholders of the Company, or (ii) making any disclosure to its shareholders if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties or applicable Law; provided that this Section 4.03(c) shall not be deemed to affect whether any such action (other than a recommendation against a Company Takeover Proposal or a “stop, look and listen” communication by the Company Board pursuant to Rule 14d-9 promulgated under the Exchange Act) would otherwise constitute an Adverse Recommendation Change.

(d) In addition to the requirements set forth in paragraphs (a) and (b) of this Section 4.03, the Company shall, as promptly as practicable and in any event with 24 hours after receipt thereof, advise Parent orally and in writing of (i) any Company Takeover Proposal or any request for information or inquiry, proposal or offer that the Company reasonably believes could lead to or contemplates a Company Takeover Proposal and (ii) the terms and conditions of such Company Takeover Proposal or inquiry, proposal or offer (including any subsequent amendments or modifications thereto) and the identity of the Person making any such Company Takeover Proposal or inquiry, proposal or offer. Commencing upon the provision of any notice referred to above, the Company and its Representatives shall keep Parent informed on a reasonably prompt basis as to the status and details of any such Company Takeover Proposal or inquiry, proposal or offer (and any subsequent amendments or modifications thereto).

(e) For purposes of this Agreement:

(i) “Acceptable Confidentiality Agreement” means a customary confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement.

(ii) “Company Takeover Proposal” means any inquiry, proposal or offer from any Person or group (other than Parent and its subsidiaries) relating to (i) any direct or indirect acquisition, purchase or license in a single transaction or a series of related transactions, of (A) 20% or more (based on the fair market value thereof) of the assets (including capital stock of the Company Subsidiaries) of the Company and Company Subsidiaries, taken as a whole, or (B) 20% or more of the aggregate voting power of the capital stock of the Company or (ii) any tender offer, exchange offer, merger, consolidation, business combination, recapitalization, extraordinary dividend, liquidation, dissolution, binding share exchange or similar transaction involving the Company that, if consummated, would result in any Person or group (or the shareholders of any Person) beneficially owning, directly or indirectly, 20% or more of the aggregate voting power of the capital stock of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or such surviving entity, other than, in each case, the Transactions.

(iii) “Intervening Event” means a material event, change, effect, development, condition or occurrence that affects or would be reasonably likely to affect the business, financial condition or continuing results of operations of the Company and the Company Subsidiaries, taken as a whole, that (1) is not known by the Company Board as of the date of this Agreement or that, to the knowledge of the Company Board, was not reasonably foreseeable as of the date of this Agreement and (2) does not relate to a Company Takeover Proposal; provided, that in no event shall the following constitute, or be taken into account in determining the existence of an Intervening Event: (x) the fact that the Company meets or exceeds any internal or published forecasts or projections for any period, or any changes after the date of this Agreement in the market price or trading volume of Company Common Stock, (y) the reasonably foreseeable consequences of the announcement of this Agreement or (z) any event, fact or circumstance relating to or involving the Parent.

(iv) “Superior Company Proposal” means any written, bona fide Company Takeover Proposal received after the date hereof that if consummated would result in a Person or group (or the shareholders of any Person) owning, directly or indirectly, (i) 50% or more of the aggregate voting power of the capital stock of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or such surviving entity or (ii) 50% or more (based on the fair market value thereof) of the assets (including capital stock of the Company Subsidiaries) of the Company and Company Subsidiaries, taken as a whole, on terms which the Company Board determines, in good faith, after consultation with outside counsel and a financial advisor, are, if consummated, more favorable from a financial point of view to the shareholders of the Company than the Transactions, taking into account all financial, legal, financing, regulatory and other aspects of such Company Takeover Proposal and of this Agreement (including any changes to the terms of this Agreement proposed by Parent and any fees to be paid by the Company for terminating this Agreement); provided, that a Company Takeover Proposal may only be a “Superior Company Proposal” if, at the time of the Company Board’s determination, either the Company Board has received executed commitment letters in respect of any financing required to consummate the transaction contemplated by such Company Takeover Proposal, or if no such commitment letters have been provided, the Company Board has determined in good faith that the Person making such Company Takeover Proposal is reasonably capable of financing the proposed transaction without third party financing that is based upon the financial statements of the Company and the Company Subsidiaries.

Wherever the term “group” is used in this Section 4.03(e)(i)-(iv), it is used as defined in Rule 13d-5 under the Exchange Act.

ARTICLE V

Additional Agreements

Section 5.01 Shareholder Consent; Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as practicable after the execution of this Agreement, the Company shall, with the assistance of Parent (i) in the event that the Shareholder Consent is delivered to the Company in accordance with Section 5.01(b), prepare and file with the SEC an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (as amended or supplemented from time to time, the “Information Statement”), or (ii) in the event that the Shareholder Consent is not delivered to the Company in accordance with Section 5.01(b) and this Agreement is not terminated by Parent pursuant to Section 7.01(g), prepare and file with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the shareholders of the Company relating to the meeting of the Company’s shareholders (the “Company Shareholders’ Meeting”) to be held to consider the adoption of this Agreement. Each of Parent and the Company shall use its reasonable best efforts to have the Information Statement or Proxy Statement, as applicable, cleared by the SEC as promptly as practicable after such filing (including by responding to comments of the SEC). Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Information Statement or Proxy Statement, as applicable. As promptly as practicable after the Information Statement or Proxy Statement, as applicable, shall have been cleared by the SEC (or after 10 calendar days have passed since the filing of the preliminary Information Statement or Proxy Statement, as applicable, with the SEC without notice from the SEC of its intent to review the Information Statement or the Proxy Statement), the Company shall cause the Information Statement or Proxy Statement, as applicable, to be mailed to its shareholders and to be filed as required. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or Proxy Statement, as applicable (or any amendment or supplement thereto, as applicable) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by Parent. If, at any time prior to the date that is 20 calendar days after the Information Statement is first mailed to the Company’s shareholders, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which is required to be set forth in an amendment or supplement to the Information Statement or Proxy Statement, as applicable, so that the Information Statement or Proxy Statement, as applicable, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company.

(b) Immediately after the execution of this Agreement and in lieu of calling a meeting of the Company’s shareholders, the Company shall submit a form of irrevocable written consent attached hereto as Exhibit C to record holders of at least 50.1% of the outstanding shares of Company Common Stock (such written consent, as duly executed and delivered by all such record holders, the “Shareholder Consent”). As soon as practicable upon receipt of the Shareholder Consent, the Company will provide Parent with a copy of such Shareholder Consent, certified as true and complete by an executive officer of the Company. In connection with the Shareholder Consent, the Company shall take all actions necessary to comply, and shall comply in all respects, with the PBCL, including Section 2524 thereof, the Company Certificate and the Company Bylaws.

(c) Immediately following the execution of this Agreement, Parent, as sole shareholder of Merger Sub, shall adopt this Agreement.

(d) In the event that the Shareholder Consent is not delivered in accordance with Section 5.01(b) and this Agreement is not terminated by Parent pursuant to Section 7.01(g), (i) unless the Board of Directors of the Company has made an Adverse Recommendation Change, the Company Board Recommendation shall be included in the Proxy Statement and (ii) the Company shall duly take all lawful action to call, give notice of, convene and hold the Company Shareholders’ Meeting on a date as soon as reasonably practicable following the date hereof for the purpose of obtaining the Company Shareholder Approval and, subject to any Adverse Recommendation Change that the Board of Directors of the Company may make, shall take all lawful action to solicit the adoption of this Agreement by such shareholders.

Section 5.02 Access to Information; Confidentiality. Except if prohibited by any applicable Law, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries) during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books and records, Contracts, permits, documents, information, directors, officers and employees and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent all information concerning its business, properties, customers and personnel as Parent may reasonably request; provided, that any such access shall be afforded and information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, neither the Company nor any of the Company Subsidiaries shall be required to afford access or furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed the Transactions or any similar transaction involving the sale of the Company to, or combination of the Company with, any other Person, or (c) the Company determines in good faith that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company or any of the Company Subsidiaries, or violate applicable Law; provided, that the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent. All information exchanged pursuant to this Section 6.02 shall be subject to the confidentiality letter agreement dated March 3, 2015 between the Company and SA (the “Confidentiality Agreement”).

Section 5.03 Reasonable Best Efforts; Notification. (a) Subject to Section 5.03(c) of this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or non-actions, waivers and consents from, the making of all necessary registrations, declarations and filings with and the taking of all reasonable steps as may be necessary to avoid a Proceeding by any Governmental Entity with respect to this Agreement or the Transactions, (ii) the defending or contesting of any Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, and notwithstanding any Adverse Recommendation Change, the Company and the Company Board shall (A) take all action necessary to ensure that no Takeover Statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any Takeover Statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.

(b) Parent and the Company shall, in consultation and cooperation with the other, file (i) with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required under the HSR Act for the Merger or any of the other Transactions as promptly as practicable (but in no event later than ten business days after the date of this Agreement) and (ii) all appropriate filings, notices, applications or similar documents required under any Foreign Antitrust Law as promptly as practicable (but in no event later than ten business days after the date of this Agreement). Any such filings shall be in substantial compliance with the requirements of the HSR Act or the applicable Foreign Antitrust Laws, as the case may be. Each of Parent and the Company shall (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any Foreign Antitrust Law, (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other Governmental Entity regarding the Merger or any of the other Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable Law or by the applicable Governmental Entity, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity

in respect of the Merger or any of the other Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement, the Merger or any of the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and (E) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement, the Merger and the other Transactions and (iv) comply with any inquiry or request from the FTC, the DOJ or any other Governmental Entity as promptly as reasonably practicable. Any such additional information shall be in substantial compliance with the requirements of the HSR Act or the applicable Foreign Antitrust Law, as the case may be. Parent agrees not to extend, directly or indirectly, any waiting period under the HSR Act or any Foreign Antitrust Law or enter into any agreement with a Governmental Entity to delay or not to consummate the Merger or any of the other Transactions, except with the prior written consent of the Company, which consent may be withheld in its sole discretion. Notwithstanding anything to the contrary herein, Parent and the Company shall have joint control over all communications and strategy relating to obtaining all approvals, Consents, waivers, registrations, permits, Authorizations and other confirmations under the HSR Act and any Foreign Antitrust Law from any Governmental Entity or other third party in connection with consummating the Merger and the other transactions contemplated by this Agreement or to any litigation arising therefrom under the HSR Act or any Foreign Antitrust Law; provided, however, that Parent and the Company shall consult in advance with the other party and in good faith take the other party’s views into account regarding the overall strategic direction of any such approval process, as applicable, and consult with the other party prior to taking any material substantive positions, making dispositive motions or other material substantive filings or submissions or entering into any negotiations concerning such approvals, as applicable.

(c) Notwithstanding anything to the contrary in this Agreement, each of Parent, Merger Sub and the Company agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, Consents, approvals and waivers under the HSR Act or any Foreign Antitrust Law that may be required by any Governmental Entity, so as to enable the parties to close the Transactions as promptly as practicable (and in any event no later than the Outside Date), including committing to and effecting, by consent decree, hold separate orders, trust, or otherwise, (i) the sale, license, holding separate or other disposition of assets or businesses of Parent or the Company or any of their respective subsidiaries, (ii) terminating, relinquishing, modifying, or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Parent or Company or their respective subsidiaries and (iii) creating any relationships, ventures, contractual rights, obligations or other arrangements of Parent or Company or their respective subsidiaries (each a “Remedial Action”); provided that (x) the Company shall not be obligated to agree to, commit or effect, any Remedial Action unless such Remedial Action is conditioned upon, or will occur subsequent to, consummation of the

Transactions and (y) Parent and its subsidiaries shall not be required to, and the Company and the Company Subsidiaries shall not, without the prior written consent of Parent, take any Remedial Action, or commit to take any Remedial Action, or agree to any Remedial Action, that would, or would reasonably be expected to, have a material adverse effect on the business, results of operations, or financial condition of either (x) SA and its subsidiaries (but not including the Company and the Company Subsidiaries) or (y) the Company and the Company Subsidiaries, (in each case of (x) and (y), measured on a scale relative to the Company and the Company Subsidiaries, taken as a whole) (a “Burdensome Condition”). In the event that any litigation or other administrative or judicial action or Proceeding is commenced, threatened or is foreseeable challenging any of the Transactions and such litigation, action or Proceeding seeks, or would reasonably be expected to seek, to prevent, materially impede or materially delay the consummation of the Transactions, Parent shall use its reasonable best efforts to take any and all action, including a Remedial Action, to avoid or resolve any such litigation, action or Proceeding and each of the Company, Parent and Merger Sub shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such litigation, action or Proceeding and to have vacated, lifted, reversed or overturned any decree, Judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions as promptly as practicable (and in any event no later than the Outside Date); provided, that Parent shall not be required to, and the Company shall not, without the prior written consent of Parent, take any action under this sentence that would, or would reasonably be expected to, result in the imposition of a Burdensome Condition.

Section 5.04 Equity Awards. (a) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Plan) shall adopt such resolutions and take such other actions as may be required to effect the following:

(i) Cashout Company Stock Options. At the Effective Time, each Cashout Company Stock Option outstanding immediately prior to the Effective Time shall be canceled, with the holder of such Cashout Company Stock Option becoming entitled to receive an amount in cash equal to (A) the excess, if any, of (1) the Merger Consideration minus (2) the exercise price per share of Company Common Stock subject to such Cashout Company Stock Option, multiplied by (B) the number of shares of Company Common Stock subject to such Cashout Company Stock Option immediately prior to the Effective Time (such amount, the “Cashout Option Amount”)

(ii) NEO Equity Awards. At the Effective Time, each NEO’s equity awards shall automatically be cancelled and converted into the right to receive an NEO Converted Cash Award, which NEO Converted Cash Award will, subject to the NEO’s continued employment with the Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, vest and be payable with respect to one-half of the NEO Converted Cash Award as soon as practicable following the Closing Date and, thereafter, one-quarter on each subsequent Payment Date. Notwithstanding the foregoing, in the event that an NEO incurs a Qualifying Termination or dies, in each case following the Effective Time, any theretofore unpaid portion of such holder’s NEO Converted Cash Award shall vest and be paid to such holder (or beneficiary, in the case of death) no later than ten days after the date of such Qualifying Termination or death, as applicable.

(iii) Non-NEO Equity Awards.

(1) Non-NEO Company Performance Share Awards. At the Effective Time, each Non-NEO’s Company Performance Share Awards outstanding immediately prior to the Effective Time shall be converted into a right to receive a performance share award with respect to that number of shares of Parent Common Stock, determined by multiplying the target number of shares of Company Common Stock subject to such Non-NEO Company Performance Share Award by the Non-NEO Company Performance Share Award Exchange Ratio, rounded up the nearest whole share if the resulting number yields one-half or more of a share (a “Non-NEO Converted Performance Share Award”). Each Non-NEO Converted Performance Share Award shall be subject to the performance metrics, service conditions, and other terms and conditions of the applicable performance share award plan of Cap Gemini S.A. then in effect and shall, assuming the achievement of the applicable performance metrics, vest and be payable with respect to one-quarter of the Non-NEO Converted Performance Share Award on the first, second, third and fourth anniversaries of the Closing Date; provided, if there is no performance share award plan in effect as of the applicable Payment Date, or if there is an insufficient number of shares available under such performance plan, the Non-NEO Converted Performance Share Award shall be settled in cash but otherwise be subject to the same service and performance vesting conditions described above.

(2) Non-NEO Company Restricted Shares. At the Effective Time, each Non-NEO’s Company Restricted Shares shall automatically be cancelled and converted into the right to receive a Non-NEO Restricted Share Converted Cash Award, which Non-NEO Restricted Share Converted Cash Award will, subject to the Non-NEO’s continued employment with the Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, vest on the same schedule as set forth in the award agreement governing the applicable Company Restricted Share. Notwithstanding the foregoing, in the event that a Non-NEO incurs a Qualifying Termination or dies, in each case following the Effective Time, any theretofore unpaid portion of such holder’s Non-NEO Restricted Share Converted Cash Award shall vest and be paid to such holder (or beneficiary, in the case of death) no later than ten days after the date of such Qualifying Termination or death, as applicable.

(3) Non-NEO Company Stock Options. At the Effective Time, each Non-NEO’s Company Stock Options that are not Cashout Company Stock Options shall automatically be cancelled and converted into the right to receive a Non-NEO Stock Option Converted Cash Award, which Non-NEO Stock Option Converted Cash Award will, subject to the Non-NEO’s continued employment with the Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, vest on the same schedule as set forth in the award agreement governing the applicable Company Stock Option. Notwithstanding the foregoing, in the event that a Non-NEO incurs a Qualifying Termination or dies, in each case following the Effective Time, any theretofore unpaid portion of such holder’s Non-NEO Stock Option Converted Cash Award shall vest and be paid to such holder (or beneficiary, in the case of death) no later than ten days after the date of such Qualifying Termination or death, as applicable.

(iv) Company RSUs. At the Effective Time, each Company RSU held by a non-employee member of the Company Board outstanding immediately prior to the Effective Time shall be canceled, with the holder of such Company RSU becoming entitled to receive, a lump sum cash payment equal to the product of (A) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (B) the Merger Consideration (such amount, the “RSU Amount”).

(b) For the avoidance of doubt and for purposes of clarity, (i) the portion of the NEO Converted Cash Awards attributable to Non-Cashout Company Stock Options shall be paid prior to any portion of such individual’s NEO Converted Cash Award attributable to Company Performance Share Awards and Company Restricted Shares (and, only for those NEOs who are U.S. taxpayers, to the extent any such portion of such individual’s NEO Converted Cash Award would be payable after the date on which such Non-Cashout Company Stock Option would have otherwise vested pursuant to its terms, such portion shall instead be paid on such original vesting date) and (ii) in lieu of paying Converted Cash Awards in cash, Parent shall have the option to deliver any portion of a Converted Cash Award in fully vested shares of Parent Common Stock having a Fair Market Value equal to the value of the corresponding Converted Cash Award that Parent so elects to not pay in cash.

(c) All amounts payable pursuant to this Section 5.04 shall be subject to any required withholding of Taxes and shall be paid without interest.

(d) Subject to this Section 5.04 promptly following the Closing (but in no event later than five business days following the Closing), (i) Parent shall, or shall cause the Surviving Corporation to, pay through its payroll systems the applicable Cashout Option Amounts, and NEO Converted Cash Awards to the former holders of Company Stock Options, and Company Restricted Shares who remain employees of Parent or one of its Subsidiaries (including the Surviving Corporation) at the time of such payment and (ii) Parent shall cause the Paying Agent to pay, in accordance with the applicable provisions of this Section 5.04, the applicable Cashout Option Amounts, NEO Converted Cash Awards, and RSU Amounts to the former holders of Company Stock Options, Company Restricted Shares, and Company RSUs who are not eligible to be paid through the Surviving Corporation’s or Parent’s payroll systems. For the avoidance of doubt, Parent shall take all steps necessary to enable and shall cause the Surviving Corporation to provide to the Paying Agent, immediately after the Effective Time, cash necessary to pay the applicable Cashout Option Amounts, NEO Converted Cash Awards, and RSU Amounts to the former holders of Company Stock Options, Company Restricted Shares, and Company RSUs who are not eligible to be paid through the Surviving Corporation’s or Parent’s payroll systems (and such cash shall constitute part of the Payment Fund).

(e) For purposes of this Agreement:

(i) “Cashout Company Stock Option” means each Company Stock Option (i) that has vested pursuant to its terms immediately prior to the Effective Time or (ii) that is held by a non-employee member of the Company Board.

(ii) “Cause” shall have the meaning set forth on Section 5.04(d) of the Company Disclosure Letter.

(iii) “Company Performance Share Awards” means all performance share awards payable in shares of Company Common Stock subject to performance-based vesting or delivery requirements, whether granted under a Company Stock Plan or otherwise.

(iv) “Company Restricted Share” means any share of Company Common Stock subject to vesting or forfeiture, whether granted under a Company Stock Plan or otherwise.

(v) “Company RSU” means any restricted share unit held by a non-employee director and payable in shares of Company Common Stock or whose value is determined with reference to the value of shares of Company Common Stock, whether granted under a Company Stock Plan or otherwise.

(vi) “Company Stock Option” means any option to purchase Company Common Stock, whether granted under a Company Stock Plan or otherwise.

(vii) “Company Stock Plan” means the Company’s Amended and Restated 2006 Stock Incentive Plan.

(viii) “Converted Cash Award” means each NEO Converted Cash Award, each Non-NEO Restricted Share Converted Cash Award, and each Non-NEO Stock Option Converted Cash Award.

(ix) “Fair Market Value” means, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below: (a) the closing price of shares of Parent Common Stock on Euronext Paris (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the Company and the Parent) expressed in U.S. dollars at the dollar-euro conversion rate published by the European Central Bank at the close of business on the applicable Payment Date or (b) if the Parent Common Stock is not traded, listed or otherwise reported or quoted, the Board of Directors of Parent will determine in good faith the Fair Market Value in whatever manner it considers appropriate, taking into account, where applicable, the requirements of Section 409A of the Code.

(x) “Good Reason” shall have the meaning set forth on Section 5.04(d) of the Company Disclosure Letter.

(xi) “NEO” means each individual whose name is set forth on Section 5.04(d)(i) of the Company Disclosure Letter

(xii) “NEO Converted Cash Award” means, with respect to each NEO, an amount in cash equal to the sum of (1) (A) the excess, if any, of (i) the Merger Consideration minus (ii) the exercise price per share of Company Common Stock subject to such NEO’s Non-Cashout Company Stock Options, multiplied by (B) the number of shares of Company Common Stock subject to such NEO’s Non-Cashout Company Stock Options immediately prior to the Effective Time, (2) (A) the Merger Consideration, multiplied by (B) the number of shares of Company Common Stock subject to such NEO’s Company Restricted Shares immediately prior to the Effective Time and (3) (A) the Merger Consideration multiplied by (B) the total number of shares of Company Common Stock that would be delivered to such NEO with respect to such NEO’s Company Performance Share Awards based on the achievement of the target performance goals applicable to such award (assuming the satisfaction of all other conditions to such delivery).

(xiii) “Non-Cashout Company Stock Option” means each Company Stock Option that is not a Cashout Company Stock Option.

(xiv) “Non-NEO” means each individual who is not an NEO.

(xv) “Non-NEO Company Performance Share Award Exchange Ratio” means, (a) the Merger Consideration divided by (b) the closing price for April 24, 2015 of shares of Parent Common Stock on Euronext Paris (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the Company and the Parent) expressed in U.S. dollars at the dollar-euro conversion rate published by the European Central Bank at the close of business on April 24, 2015.

(xvi) “Non-NEO Restricted Share Converted Cash Award” means, with respect to each Non-NEO, an amount in cash equal to (A) the Merger Consideration, multiplied by (B) the number of shares of Company Common Stock subject to such Non-NEO’s Company Restricted Shares immediately prior to the Effective Time.

(xvii) “Non-NEO Stock Option Converted Cash Award” means, with respect to each Non-NEO, an amount in cash equal to (A) the excess, if any, of (i) the Merger Consideration minus (ii) the exercise price per share of Company Common Stock subject to such Non-NEO’s Non-Cashout Company Stock Options, multiplied by (B) the number of shares of Company Common Stock subject to such Non-NEO’s Non-Cashout Company Stock Options immediately prior to the Effective Time.

(xviii) “Parent Common Stock” means shares of SA common stock.

(xix) “Payment Date” means each of (i) the Closing Date, (ii) the first anniversary of the Closing Date and (iii) the second anniversary of the Closing Date.

(xx) “Qualifying Termination” means termination of a holder’s employment (i) by the Parent, the Surviving Corporation or any of their respective Affiliates without Cause or (ii) by the holder for Good Reason.

Section 5.05 Employee Matters. (a) From and after the Effective Time and for a period of one year following the Effective Time (the “Continuation Period”), Parent shall provide or cause the Surviving Corporation to provide to each individual who is employed by the Company or any Company Subsidiary immediately prior

to the Effective Time and who continues employment with Parent, the Surviving Corporation or any Company Subsidiary (each, a “Company Employee”) (i) salary and incentive opportunities (excluding equity-based compensation) that are no less favorable in the aggregate than those provided to such Company Employee by the Company or the Company Subsidiaries immediately prior to the Effective Time and (ii) employee benefits that are no less favorable in the aggregate than those provided to such Company Employee by the Company or the Company Subsidiaries immediately prior to the Closing Date. Without limiting the generality of the foregoing, during the Continuation Period, Parent shall, and shall cause the Surviving Corporation to, provide any Company Employee who experiences a termination of employment under circumstances that would have entitled such Company Employee to severance benefits under a severance plan or policy of the Company or its affiliates applicable to such Company Employee immediately prior to the Closing Date with severance benefits at a level substantially as favorable as what would have been provided under such severance plan or policy.

(b) Following the Continuation Period, the Company Employees shall be entitled to participate in the plans of the Parent, the Surviving Corporation or their respective affiliates (the “Surviving Corporation Plans”) to the same extent as other similarly situated employees of Parent, the Surviving Corporation and their respective affiliates. In addition, and without limiting the generality of the foregoing, each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all Surviving Corporation Plans to the same extent as other similarly situated employees of the Parent, the Surviving Corporation and their respective affiliates and to the extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Company Employee participates immediately prior to the Effective Time.

(c) Without limiting the generality of Section 5.05(a), from and after the Closing Date, Parent shall or shall cause the Surviving Corporation to assume, honor and continue during the Continuation Period or, if later, until all obligations thereunder have been satisfied, all of the Company’s employment, severance, retention, termination and change in control plans, policies, programs, agreements and arrangements (including any change in control severance agreement or other Company Benefit Agreement between the Company and any Company Employee) maintained by the Company or any Company Subsidiaries, in each case, as in effect at the Closing Date, including with respect to any payments, benefits or rights arising as a result of the Transactions (either alone or in combination with any other event) in accordance with their terms.

(d) With respect to all Surviving Corporation Plans, including any “employee benefit plan”, as defined in Section 3(3) of ERISA, maintained by Parent or any of its respective Subsidiaries (including any vacation, paid time-off and severance plans), for the purpose of determining eligibility to participate, level of benefits and vesting, each Company Employee’s service with the Company or any Company Subsidiaries (as well as service with any predecessor employer of the Company or any such Company Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such Company Subsidiary) shall be treated as service with Parent or any of their respective subsidiaries; provided that such service need not be recognized under any defined benefit pension plan or any retiree medical plan to the extent that such recognition would result in any duplication of benefits for the same period of service.

(e) With respect to any welfare benefit plan maintained by Parent or any of its subsidiaries in which any Company Employee is eligible to participate after the Effective Time, Parent shall use commercially reasonable efforts to, or shall cause the Surviving Corporation to use commercially reasonable efforts to, (i) waive or cause to be waived any limitations as to preexisting conditions and exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to such employees and their eligible dependents and beneficiaries, to the extent such limitations were waived, satisfied or did not apply to such employees or eligible dependents or beneficiaries under the corresponding and comparable welfare Company Benefit Plan in which such employees participated immediately prior to the Effective Time and (ii) provide Company Employees and their eligible dependents and beneficiaries with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any analogous deductible or out-of-pocket maximum requirements for such year to the extent applicable under any such plan in which they will be eligible to participate.

(f) With respect to any Company Employees based outside of the United States, Parent’s obligations under this Section 5.05 shall be modified to the extent necessary to comply with applicable Laws of the foreign countries and political subdivisions thereof in which such Company Employees are based.

(g) The provisions of this Section 5.05 are solely for the benefit of the parties to this Agreement, and no Company Employee or any other Person (including any beneficiary or dependent thereof) shall be a third-party beneficiary of this Agreement (except to the extent provided in Section 8.07 with respect to Section 5.06), and no provision of this Section 5.05 shall create such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any Company Benefit Plan or Company Benefit Agreement or any employee program or any plan or arrangement of Parent or any of its subsidiaries.

Section 5.06 Indemnification. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights to advancement of expenses) now existing in favor of any Person who is or prior to the Effective Time becomes, or has been at any time prior to the date of this Agreement, a director, officer, employee or agent (including as a fiduciary with respect to an employee benefit plan) of the Company, any of the Company Subsidiaries or any of their respective predecessors (each, an “Indemnified Party”) as provided in the Company Articles, the Company Bylaws, the organizational documents of any Company Subsidiary or any indemnification agreement between such Indemnified Party and the Company or any of the Company Subsidiaries that is in effect as of the date of this Agreement and that has been made available to Parent (i) shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time, (ii) shall survive the Merger, (iii) shall continue in full force and effect in accordance with their terms with respect to any claims against any such Indemnified Party arising out of such acts or omissions and (iv) for a period of six years following the date of this Agreement, shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. Parent shall ensure that the Surviving Corporation complies with and honors the foregoing obligations.

(b) Without limiting Section 5.06(a) or any rights of any Indemnified Party pursuant to any indemnification agreement, from and after the Effective Time, in the event of any threatened or actual Proceeding, whether civil or administrative, based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or agent (including as a fiduciary with respect to an employee benefit plan) of the Company, any of the Company Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the Transactions, whether in any case asserted or arising before or after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless, as and to the fullest extent permitted by applicable Law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any Proceeding to each Indemnified Party to the fullest extent permitted by applicable Law upon receipt of any undertaking required by applicable Law), Judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual Proceeding; provided, that any expenses advanced to an Indemnified Party pursuant to this sentence shall be paid by Parent within 20 calendar days following receipt of a reasonably detailed request therefor, together with an undertaking by such Indemnified Party to repay all amounts so advanced in the event it is ultimately determined by a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification). None of Parent or the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent. Parent and the Surviving Corporation shall cooperate with an Indemnified Party in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s obligations under this Section 5.06(b) shall continue in full force and effect for the period beginning upon the acceptance for payment of, and payment by Merger Sub for, any shares of Company Common Stock pursuant to the Merger and ending six years from the Effective Time; provided that all rights to indemnification in respect of any Proceeding asserted or made within such period shall continue until the final disposition of such Proceeding.

(c) At or prior to the Effective Time, the Company or Parent (following reasonable consultation with the Company and with the Company’s assistance and cooperation) may obtain and fully pay the premium for “tail” directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) for the period beginning upon the Effective Time and ending six years from the Effective Time, covering each Indemnified Party and containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are in the aggregate, no less favorable to any Indemnified Party than those of the Company’s directors’ and officers’ liability insurance policies in effect on the date of this Agreement (the “Existing D&O Policies”); provided that the aggregate cost of any such “tail” insurance policies shall not exceed 350%

of the aggregate annual premium paid by the Company for the Existing D&O Policies (which amount the Company represents and warrants is set forth in Section 5.06(b) of the Company Disclosure Letter). If such “tail” insurance policies have been obtained, Parent shall cause such “tail” insurance policies to be maintained in full force and effect, for their full term, and cause all of its obligations thereunder to be honored by it and the Surviving Corporation. In the event that such “tail” insurance policies are not obtained, then, for the period beginning upon the Effective Time and ending six years from the Effective Time, Parent shall maintain in effect the Existing D&O Policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions); provided that neither Parent nor the Surviving Corporation shall be required to pay an aggregate annual premium for such insurance policies in excess of 350% of the annual premium paid by the Company for the Existing D&O Policies; provided further that if the annual premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation shall be obligated to obtain the most advantageous policies available for an annual premium equal to such amount; and provided further that Parent may substitute therefor policies of a reputable and financially sound insurance company containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are, individually and in the aggregate, no less favorable to any Indemnified Party.

(d) In the event that (i) Parent or the Surviving Corporation or any of their respective successors or assigns (A) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any Person or (ii) Parent or any of its successors or assigns dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the applicable successors and assigns or transferees expressly assume the obligations set forth in this Section 5.06.

(e) The obligations of Parent and the Surviving Corporation under this Section 5.06 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.06 applies without the consent of such affected Indemnified Party. The provisions of this Section 5.06 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to which each Indemnified Party is entitled, whether pursuant to Law, contract or otherwise.

(f) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Insured Party in enforcing the indemnity and other obligations provided in this Section 5.06.

Section 5.07 Fees and Expenses. (a) Except as set forth in Section 5.02, Section 5.06, this Section 5.07 and Section 5.09, all fees and expenses incurred in connection with this Agreement, the Merger and the other Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

(b) The Company shall pay to Parent a fee of $161,280,000 (the “Company Termination Fee”) if:

(i) the Company terminates this Agreement pursuant to Section 7.01(f);

(ii) Parent terminates this Agreement pursuant to Section 7.01(c); or

(iii) after the date of this Agreement, a Company Takeover Proposal is publicly proposed or announced or made known to the Company Board (whether or not conditional and whether or not withdrawn) and thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 7.01(b)(i) or Section 7.01(h) or by Parent pursuant to Section 7.01(d) or Section 7.01(g) and (B) within twelve months after such termination the Company enters into a definite agreement to consummate, or consummates, a Company Takeover Proposal.

For purposes of this Section 5.07(b), the term “Company Takeover Proposal” shall have the meaning set forth in the definition of Company Takeover Proposal contained in Section 4.03(e) except that all references to 20% shall be deemed references to 50%. Any fee due under this Section 5.07(b) shall be paid by wire transfer of same-day funds to an account designated by Parent, (1) in the case of clause (i) above, prior to or simultaneously with such termination of this Agreement, (2) in the case of clause (ii) above, within two business days after the date of such termination of this Agreement and (3) in the case of clause (iii) above, within two business days of the consummation of such Company Takeover Proposal. The parties hereto acknowledge and agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion, whether or not the Company Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

(c) Acceptance by Parent of the fee due under Section 5.07(b)(i) shall constitute acceptance by Parent of the validity of any termination of this Agreement under Section 7.01(f). In the event the Company Termination Fee described in this Section 5.07 is paid to Parent, such Company Termination Fee shall constitute the sole and exclusive remedy of Parent and Merger Sub against the Company and the Company Subsidiaries and their respective current, former or future Representatives for any loss suffered as a result of the failure of the Transactions to be consummated, and upon payment of the Company Termination Fee, none of the Company or the Company Subsidiaries or any of their respective current, former or future Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions; provided, however, that the foregoing shall not apply to any loss suffered as a result of any fraud by the Company or any Company Subsidiary, or any Willful and Material breach by the Company or any Company Subsidiary of any of its representations, warranties, covenants or agreements set forth in this Agreement.

(d) In the event that this Agreement is terminated by either Parent or the Company pursuant to Section 7.01(h) or by Parent pursuant to Sections 7.01(g), then, in each case, the Company shall pay Parent or its designees by wire transfer of same day funds, as promptly as possible (but in any event within two business days) following the delivery by Parent of an invoice therefor, all reasonably documented out-of-pocket fees and expenses incurred by Parent, Merger Sub and their respective affiliates in connection with the Transactions (not to exceed $20,000,000) (the “Parent Expenses”). To

the extent either Parent or the Company terminates pursuant to Section 7.01(h) or Parent terminates pursuant to Sections 7.01(d) or 7.01(g), and thereafter the Company becomes obligated to pay Parent the Company Termination Fee pursuant to Section 5.07(b)(iii) after having paid Parent any amount in Parent Expenses pursuant to this Section 5.07(d), the Company shall be obligated to pay only such portion of the Company Termination Fee that exceeds the amount paid by the Company to Parent in Parent Expenses pursuant to this Section 5.07(d).

(e) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorney’s fees) interest, awards, judgments and penalties suffered or incurred in connection with Section 5.17, other than any of the foregoing that result from fraud or intentional misconduct by the Company or the Company Subsidiaries. Promptly following termination of this Agreement, Parent shall reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or its Subsidiaries in connection with Section 5.17.

Section 5.08 Public Announcements. Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Merger and the other Transactions, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national or foreign securities exchange and except as contemplated, permitted or required by Section 4.03. The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form heretofore agreed to by the parties. This Section 5.08 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement.

Section 5.09 Transfer Taxes. Except as provided in Section 2.08(b) of this Agreement, all stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Merger Sub or the Surviving Corporation, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes that are filed prior to the Effective Time.

Section 5.10 Shareholder Litigation. Until the termination of this Agreement in accordance with Article VII, the Company shall provide Parent an opportunity to participate in, but not control, the defense or settlement of (which shall include the right to review and to propose comments to all material filings or responses to be made by the Company in connection with) any shareholder litigation against the Company and its directors relating to any Transaction, and the Company shall give reasonable and good faith consideration to any comments proposed by Parent to any material filings or responses made in connection with such litigation. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company enter into, agree to or disclose any full or partial settlement with respect to such shareholder litigation without Parent’s consent, such consent not to be unreasonably withheld, delayed or conditioned; provided that Parent shall not be obligated to consent to any settlement that would result in the imposition of any equitable relief or restriction on the business or

operations of the Company or any of the Company Subsidiaries or affiliates or that does not contain a full release of Parent and its affiliates. Each of Parent and the Company shall notify the other promptly of the commencement of any such shareholder litigation of which it has received notice and keep the other party reasonably informed with respect to the status of any such shareholder litigation.

Section 5.11 Rule 16b-3 Matters. The Company shall take all reasonable steps as may be required to cause any dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 under the Exchange Act.

Section 5.12 Merger Sub and Surviving Corporation Compliance. Parent shall cause Merger Sub or the Surviving Corporation, as applicable, to comply with all of its respective obligations under this Agreement and Merger Sub shall not engage in any activities of any nature except as provided in or contemplated by this Agreement.

Section 5.13 Stock Exchange De-listing. The Surviving Corporation shall cause the Company’s securities to be de-listed from Nasdaq and de-registered under the Exchange Act as promptly as practicable following the Effective Time.

Section 5.14 No Control of Other Party’s Business. Nothing contained in this Agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or the Company Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and the Company Subsidiaries’ respective operations.

Section 5.15 CFIUS Approval. Notwithstanding anything to the contrary in this Agreement, Parent and the Company shall, and shall cause their respective affiliates to, take any and all steps necessary to obtain CFIUS Approval, including by, promptly after the date hereof making any draft and final filings required in connection with the CFIUS Approval in accordance with the DPA (and in any event, no later than (i) 10 business days after the date of this Agreement, or as otherwise agreed among the parties hereto or their respective advisors after consultation with CFIUS, in respect of the filing of a draft joint voluntary notice to CFIUS and (ii) promptly after receipt of all comments to the draft joint voluntary notice from CFIUS in respect of a final joint voluntary notice to CFIUS), and providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transactions; provided that (x) the Company shall not be obligated to agree to, commit or effect, any Remedial Action unless such Remedial Action is conditioned upon, or will occur subsequent to, consummation of the Transactions and (y) Parent and its subsidiaries shall not be required to, and the Company and the Company Subsidiaries shall not, without the prior written consent of Parent, take any Remedial Action, or commit to take any Remedial Action, or agree to any Remedial Action contemplated in this Section 5.15 that would, or would reasonably be expected to be a Burdensome Condition.

Section 5.16 Notification of Certain Actions.

(a) The Company shall promptly notify Parent of (i) any inaccuracy of any representation or warranty of the Company contained herein in any material respect at any time during the term hereof and (ii) any failure of the Company (or the Company Subsidiaries) to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder, in the case of each of clauses (i) and (ii), if and only to the extent that such inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the Transactions set forth in Article VI to fail to be satisfied ; provided that the delivery of any notice pursuant to this Section 5.16 shall not affect or be deemed to modify any representation or warranty (or cure any inaccuracy thereof) of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder.

(b) Parent shall promptly notify the Company of (i) any inaccuracy of any representation or warranty of Parent contained herein in any material respect at any time during the term hereof and (ii) any failure of Parent (or its subsidiaries) to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder, in the case of each of clauses (i) and (ii), if and only to the extent that such inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the Transactions set forth in Article VI to fail to be satisfied; provided that the delivery of any notice pursuant to this Section 5.16 shall not affect or be deemed to modify any representation or warranty (or cure any inaccuracy thereof) of Parent and Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the Transactions or the remedies available to the parties hereunder.

Section 5.17 Repayment of Existing Indebtedness.

(a) If requested by Parent in writing, the Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause each of the Company Subsidiaries to, commence, as promptly as reasonably practicable after the receipt of a written request from Parent to do so, one or more tender, exchange or change of control offers for, and any related consent solicitations with respect to, the Company’s 4.75% Senior Notes due 2019 (the “Company Notes”) on such terms and conditions as specified and reasonably requested by Parent, including any extension or amendment that may reasonably be requested by Parent, all in compliance with all applicable terms and conditions of the indenture governing the Company Notes (the “Company Notes Indenture”) and applicable Law (any such offer or consent solicitation, a “Company Notes Offer”); provided that (i) Parent shall have timely provided the Company with the applicable offer to purchase, the related letter of transmittal (if applicable) and other related documents (collectively, the “Offer Documents”) and (ii) the closing of the Company Notes Offer shall be conditioned on the Closing. The Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Company Subsidiaries and the Company’s Representatives to, provide cooperation reasonably requested by Parent in connection with Parent’s efforts to effect any Company Notes Offer. Parent shall ensure that at the Effective Time, the Surviving Corporation shall have all funds necessary to pay any consideration required to be paid in connection with any Company Notes Offer on the Closing Date.

(b) If requested by Parent in writing, the Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause each of the Company Subsidiaries to, take any actions requested by Parent that are reasonably necessary or advisable for the payoff, satisfaction, discharge and/or defeasance of the Company Notes and the Company Notes Indenture, and shall pay-off, redeem or satisfy, discharge and/or defease, as applicable, the Company Notes in accordance with and pursuant to the terms of the Company Notes Indenture (the “Company Notes Payoff”), including taking any action reasonably necessary or advisable to obtain evidence therefor; provided that any such action described above shall not be required unless it can be conditioned on the occurrence of the Closing; provided further that (i) Parent shall ensure that at the Effective Time, the Surviving Corporation shall have all funds necessary to effect the Company Notes Payoff and (ii) at the Closing, Parent, or the Company at the direction of Parent, shall deposit, or cause to be deposited, with the appropriate trustee, agent or other recipient, funds sufficient to actually effect such payoff, redemption, satisfaction, discharge and/or defeasance. The Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Company Subsidiaries and the Company Representatives to, provide cooperation reasonably requested by Parent in connection with Parent’s efforts to effect any Company Notes Payoff.

(c) In the event that the Company commences a Company Notes Offer, the Company covenants and agrees that, promptly following any related early consent period or consent solicitation expiration date, assuming the requisite consents are received, each of the Company and the Company Subsidiaries as is necessary shall (and shall use their commercially reasonable efforts to cause the applicable trustee or agent to) execute a supplemental indenture or amendment to the Company Notes Indenture, which shall implement the amendments described in the Offer Documents, subject to the terms and conditions of this Agreement (including the conditions to the Company Notes Offer) and the Company Notes Indenture. The effectiveness of such supplemental indenture or amendment shall be conditioned on the occurrence of the Closing.

(d) Parent shall prepare all necessary and appropriate documentation in connection with any Company Notes Offer or Company Notes Payoff, including the Offer Documents, as applicable and the Company shall have a reasonable opportunity to review and comment upon such documents. The parties hereto shall, and shall cause their respective Subsidiaries to, reasonably cooperate with each other in the preparation of any Offer Documents, other appropriate documents and any amendment or supplement thereto (including as described below). The Company shall use its commercially reasonable efforts to, to the extent requested, keep Parent reasonably informed regarding the status, results and timing of any Company Notes Offer. If, at any time prior to the completion of any Company Notes Offer, the Company or any of the Company Subsidiaries, on the one hand, or Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Offer Documents so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order

to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement prepared by Parent describing such information shall be disseminated by or on behalf of the Company or its Subsidiaries to the holders of the Company Notes.

(e) In connection with any Company Notes Offer and any Company Debt Payoff, Parent may select one or more dealer managers, information agents, depositaries and other agents, in each case as shall be reasonably acceptable to the Company, to provide assistance in connection therewith and the Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Company Subsidiaries to, enter into customary agreements with such parties so selected; provided that neither the Company nor any of the Company Subsidiaries shall be required to indemnify, defend or hold harmless, or pay the fees or reimburse the costs and expenses of, any such party.

(f) Parent intends to repay the Bank Facilities at or promptly following Closing. If Parent determines not to repay the Bank Facilities, the Company will (and will cause the Company Subsidiaries to) reasonably cooperate with Parent in Parent’s efforts to negotiate either the refinancing or the waivers required to keep the Bank Facilities outstanding following Closing; provided that any such action described above shall not be effected unless it is conditioned on the occurrence of the Closing.

(g) All reasonable and documented out-of-pocket fees and expenses incurred by the Company and the Company Subsidiaries pursuant to this Section 5.17 shall be reimbursed by Parent if the Closing shall not occur.

(h) Notwithstanding anything in this Agreement to the contrary, neither the pendency or consummation of any transaction contemplated by this Section 5.17 will be a condition to Parent’s or Merger Sub’s obligations to consummate the Merger.

Section 5.18 Termination of Affiliate Arrangements. The Company shall, and shall cause each Company Subsidiary to, immediately prior to Closing, execute and deliver such releases, termination agreements and discharges as are necessary to terminate all significant arrangements, commitments, contracts and understandings, set forth on Section 5.18 of the Company Disclosure Letter, among the Company or any of the Company Subsidiaries, on the one hand, and any of their affiliates (other than the Company and the Company Subsidiaries), on the other hand.

ARTICLE VI

Conditions Precedent to the Merger

Section 6.01 Conditions to Each Party’s Obligation. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a) Shareholder Approval. The Company Shareholder Approval shall have been obtained.

(b) No Legal Restraints. No Judgment issued by any Governmental Entity of competent jurisdiction or Law or other legal prohibition (collectively, “Legal Restraints”) preventing or prohibiting the consummation of the Merger or imposing a Burdensome Condition shall be in effect; provided that the party seeking to assert this condition shall have complied with its obligations under Section 5.03 in respect of any such Legal Restraint.

(d) Information Statement. If the Company Shareholder Approval is obtained by means of the Shareholder Consent, then the Information Statement shall have been mailed to the Company’s shareholders in accordance with Section 5.01 and Section 14C of the Exchange Act at least 20 calendar days prior to the Closing Date.

(e) Antitrust. Any waiting period under the HSR Act and any Foreign Antitrust Law of any jurisdiction listed on Section 6.01(e) of the Company Disclosure Letter (the “Required Jurisdictions”) applicable to the consummation of the Merger shall have expired or been terminated and all Consents or approvals required to consummate the Merger under any Foreign Antitrust Law in any Required Jurisdiction shall have been obtained.

(f) No Litigation. There shall be no pending Proceeding commenced by a Governmental Entity in (i) a United States District Court or (ii) a court in Canada that, in each case, is seeking a Judgment that challenges or seeks to enjoin the Merger under the antitrust laws of the U.S. or Canada, as applicable.

Section 6.02 Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a) Representations and Warranties.

(i) The representations and warranties of the Company set forth in Article II (other than those set forth in Sections 2.02(a)-(d) and Section 2.08(a)) shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date, except to the extent such representations and warranties expressly relate to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”, it being agreed that with respect to any representation or warranty with respect to which effects resulting from or arising in connection with the matters set forth in clause (G) of the definition of “Company Material Adverse Effect” are not excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, such effects shall similarly not be excluded for purposes of this clause (ii)(A)), (B) the representations and

warranties of the Company set forth in Section 2.02(a)-(d) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date, except to the extent such representations and warranties expressly relate to a specified date (in which case on and as of such specified date), and (C) the representations and warranties of the Company set forth in Section 2.08(a) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made as of the Closing Date, except to the extent such representations and warranties expressly relate to a specified date (in which case on and as of such specified date);

(ii) Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer of the Company to such effect.

(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(c) No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(d) Antitrust. Any waiting period under the HSR Act and any Foreign Antitrust Law of any Required Jurisdiction applicable to the consummation of the Merger shall have expired or been terminated and all Consents or approvals required to consummate the Merger under any Foreign Antitrust Law in any Required Jurisdiction shall have been obtained, in each case, without the imposition of a Burdensome Condition.

Section 6.03 Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a) Representations and Warranties. The representations and warranties of Parent and Merger Sub contained herein that are qualified as to materiality shall be true and correct (as so qualified), and the representations and warranties of Parent and Merger Sub contained herein that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date, except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date. The Company shall have received a certificate signed on behalf of Parent by an authorized signatory of Parent to such effect.

(b) Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an authorized signatory of Parent to such effect.

Section 6.04 Frustration of Closing Conditions. Neither Parent nor Merger Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03 to be satisfied if such failure was caused by the failure of Parent or Merger Sub to perform any of its obligations under this Agreement.

ARTICLE VII

Termination, Amendment and Waiver

Section 7.01 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after the Company Shareholder Approval has been obtained:

(a) by mutual written consent of Parent, Merger Sub and the Company;

(b) by either Parent or the Company:

(i) if the Effective Time has not occurred on or before October 26, 2015 (the “Outside Date”); provided that, if on such Outside Date all of the conditions to Closing set forth in Sections 6.01, 6.02 and 6.03 shall have been satisfied or waived other than (A) the conditions set forth in Sections 6.01(e), 6.01(f) and Section 6.02(d), (B) the conditions set forth in Section 6.01(b) (as they relate to the conditions set forth in Section 6.01(e)) and (C) those conditions that are by their nature to be satisfied at the Closing, then the Outside Date shall be extended from October 26, 2015 to April 26, 2016 (in the case of any such extension, such date shall then be the “Outside Date”); provided further that the right to terminate this Agreement pursuant to this Section 7.01(b)(i) shall not be available to any party if the failure to consummate the Merger is primarily due to a material breach of this Agreement such party; or

(ii) if any Legal Restraint permanently preventing or prohibiting the Merger shall be in effect and shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this clause (ii) shall have complied in all material respects with its obligations under Section 5.03 in respect of any such Legal Restraint;

(d) by Parent, if the Company breaches or fails to perform any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of the conditions set forth in Section 6.02(a) and Section 6.02(b) and (ii) cannot be or has not been cured prior to the earlier of (x) 30 calendar days after the giving of written notice to the Company of such breach and (y) the Outside Date (provided that Parent and Merger Sub are not then in material breach of any representation, warranty or covenant contained in this Agreement);

(e) by the Company, if Parent or Merger Sub breaches or fails to perform any of its representations, warranties or covenants contained in this Agreement (without regard to any qualifications or exceptions contained therein as to materiality or Parent Material Adverse Effect), which breach or failure to perform (i) had or would reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect and (ii) has not been cured prior to the earlier of (x) 30 calendar days after the giving of written notice to Parent or Merger Sub of such breach and (y) the Outside Date (provided that the Company is not then in material breach of any representation, warranty or covenant contained in this Agreement); or

(f) by the Company in accordance with Section 7.04(b).

(g) by Parent, if the Shareholder Consent, duly executed by the Persons set forth on Section 7.01 of the Company Disclosure Letter and representing at least 50.1% of the outstanding shares of Company Common Stock, shall not have been delivered to Parent and the Company within one (1) hour following the time of execution of this Agreement; or

(h) by either Parent or the Company, if the Company Shareholder Approval has not been obtained upon a vote taken thereon at the Company Shareholders’ Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that neither Parent nor the Company may terminate this Agreement pursuant to this clause (h) if the Shareholder Consent has been executed and delivered to Parent and the Company pursuant to Section 5.01(b).

Section 7.02 Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent or Merger Sub, on the one hand, or the Company, on the other hand (except to the extent that such termination results from fraud by a party or the Willful and Material Breach by a party of any representation, warranty or covenant set forth in this Agreement, which fraud or Willful and Material Breach, and liability therefor, shall not be affected by termination of this Agreement or any payment of the Company Termination Fee pursuant to Section 5.07(b) or Parent Expenses pursuant to Section 5.07(d)), other than provisions of Section 2.19, Section 3.06, the last sentence of Section 5.02, Section 5.07, this Section 7.02 and Article VIII, which provisions shall survive such termination.

Section 7.03 Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties at any time before or after receipt of the Company Shareholder Approval. At any time prior to the Effective Time, the parties may (i) extend the time for the performance of any of the obligations or other acts of the other parties, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement. Notwithstanding the foregoing, (A) after receipt of the Company Shareholder Approval, there shall be made no amendment, extension or waiver that by Law requires further approval by the shareholders of the Company without the further approval of such shareholders and (B) no amendment shall be made to this Agreement after the Effective Time.

(b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. Any agreement on the part of a party to any extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

Section 7.04 Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement or an extension or waiver with respect to this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement pursuant to Section 7.01 shall not require the approval of the shareholders of the Company.

(b) The Company may terminate this Agreement pursuant to Section 7.01(f) only if, prior to 11:59 p.m. New York City time on the Written Consent End Date or the Company Shareholder Approval Time, as applicable, (i) the Company Board has received a Superior Company Proposal that did not primarily result from a breach of the Company’s obligations under Section 4.03, (ii) the Company Board has complied with the provisions of Section 4.03, (iii) the Company has paid, or simultaneously with the termination of this Agreement pays, the fee due under Section 5.07 that is payable if this Agreement is terminated pursuant to Section 7.01(f) and (iv) substantially concurrently with the termination of this Agreement, the Company enters into a binding agreement in respect of the Superior Proposal.

ARTICLE VIII

General Provisions

Section 8.01 Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time. The Confidentiality Agreement shall (a) survive termination of this Agreement in accordance with its terms and (b) terminate as of the Effective Time; provided, that, notwithstanding the foregoing, (x) any provisions of the Confidentiality Agreement that conflict with this Agreement shall be superseded by this Agreement and (y) all standstill or similar provisions in the Confidentiality Agreement shall terminate and no longer have effect following the execution of this Agreement.

Section 8.02 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery by hand, by registered or certified mail (postage prepaid, return receipt requested), or by email to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):


(a)	if to Parent or Merger Sub, to

	Cap Gemini S.A.
	Place de l’Etoile
	11, rue de Tilsitt
	75017 Paris, France
	Attention:	Isabelle Roux-Chenu, Group General Counsel
		Pierre Yves Cros, Chief Development Officer
	Email:	isabelle.roux-chenu@capgemini.com
		pierre-yves.cros@capgemini.com

	and

	Capgemini North America, Inc.
	623 Fifth Avenue, 33rd Floor
	New York, NY 10022
	Attention:	Michael Chayet, General Counsel North America
		Robert Cowell, Director of Tax - U.S.
	Email:	michael.chayet@capgemini.com
		robert.cowell@capgemini.com

	with a copy (which shall not constitute notice) to:

	Skadden, Arps, Slate, Meagher & Flom LLP
	4 Times Square
	New York, NY 10036
	USA
	Attention:	Howard L. Ellin
		C. Michael Chitwood
	Email:	howard.ellin@skadden.com
		michael.chitwood@skadden.com

	Skadden, Arps, Slate, Meagher & Flom LLP
	68, rue du Faubourg
	Saint-Honoré 75008
	France
	Attention:	Armand W. Grumberg
		Arash Attar-Rezvani
	Email:	armand.grumberg@skadden.com
		arash.attar@skadden.com

(b)	if to the Company, to

	IGATE Corporation
	100 Somerset Corporate Blvd., 5th floor
	Bridgewater, NJ 08807
	USA
	Attention:	Jeffrey Friedel, SVP – Legal
	Email:	Jeffrey.Friedel@igate.com



		with a copy (which shall not constitute notice) to:

		Kirkland & Ellis LLP
		601 Lexington Avenue
		New York, NY 10022
		USA
		Attention:		Sarkis Jebejian, P.C.
				Srinivas Kaushik
				David Feirstein
		Email:		sarkis.jebejian@kirkland.com
				skaushik@kirkland.com
				david.feirstein@kirkland.com

		Pepper Hamilton LLP
		Suite 5000, 500 Grant Street
		Pittsburgh, PA 15219
		USA
		Attention:		James Barnes
				Valerie Demont
				John Duke
		Email:		barnesj@pepperlaw.com
				demontv@pepperlaw.com
				dukej@pepperlaw.com

Section 8.03 Definitions. For purposes of this Agreement:

(i) An “affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

(ii) “Bank Facilities” means, collectively, (1) the Facilities Agreement, (2) the Revolving Facility, (3) that certain credit facility letter dated May 27, 2012 between iGate Global Solutions Limited and Standard Chartered Bank, (4) that certain working capital facility dated March 10, 2015 between iGate Global Solutions Ltd and JPMorgan Chase Bank, N.A. and (5) that certain trade finance facility letter dated February 26, 2015 between iGate Global Solutions Ltd and The Hongkong and Shanghai Banking Corporation Ltd.

(iii) “Book-Entry Shares” means shares of Company Common Stock not represented by certificates and held in the Direct Registration System.

(iv) A “business day” means any day, other than a Saturday, a Sunday or any day on which banks in New York, New York, or Paris, France are required or authorized by Law to be closed.

(v) “CFIUS” means the Committee on Foreign Investment in the United States.

(vi) “CFIUS Approval” means (i) a written notice issued by CFIUS that it has concluded a review or investigation of the notification voluntarily provided pursuant to the DPA (as defined below) with respect to the Transactions and has terminated all action under the DPA or (ii) if CFIUS has sent a report to the President of the United States requesting the President’s decision and (x) the President has announced a decision not to take any action to suspend or prohibit the Transactions or (y) having received a report from CFIUS requesting the President’s decision, the President has not taken any action after 15 calendar days from the date the President received such report from CFIUS.

(vii) “Company Material Adverse Effect” means any change, event, effect or occurrence that (i) has a material adverse effect on the business, assets, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole, or (ii) prevents or materially delays the consummation of the Merger and the other Transactions or the ability of the Company to perform its obligations under this Agreement in any material respect; provided that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been a Company Material Adverse Effect: any change, event, effect or occurrence that results from or arises in connection with (A) general conditions in the industries in which the Company and the Company Subsidiaries operate, (B) general economic or regulatory, legislative or political conditions (or changes therein) or securities, credit, financial or other capital markets conditions (including changes generally in prevailing interest rates, currency exchange rates, credit markets and price levels or trading volumes), in each case in the United States, the European Union, India or elsewhere in the world, (C) any change or prospective change in applicable Law or GAAP (or interpretation or enforcement thereof), (D) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war (whether or not declared), sabotage, terrorism or any epidemics, or any escalation or worsening of any such acts of war (whether or not declared), sabotage or terrorism or any epidemics, (E) any hurricane, tornado, flood, volcano, earthquake or other natural or man-made disaster or any other national or international calamity or crises, (F) the failure, in and of itself, of the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of this Agreement, or changes or prospective changes in the market price or trading volume of the Company Common Stock or the credit rating of the Company (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Company Material Adverse Effect if such facts are not otherwise excluded under this definition), (G) the announcement, pendency and consummation of any of the

Transactions, including (x) any Proceeding in respect of this Agreement or any of the Transactions, (y) the loss of or change in relationship with any customer, supplier, vendor or other business partner or (z) the departure of any employee or officer of the Company or any of the Company Subsidiaries, in each case, to the extent arising from such announcement, pendency and consummation, (H) the compliance with the covenants contained in this Agreement, (I) (1) any action taken by the Company or any of the Company Subsidiaries at Parent’s written request or with Parent’s written consent or (2) the failure to take any action by the Company or any of the Company Subsidiaries if that action is prohibited by this Agreement to the extent that Parent fails to give its consent after receipt of a written request therefor and (J) the identity of, or any facts or circumstances relating to, Parent, Merger Sub or their respective affiliates, including the loss of or change in relationship with any customer, supplier, vendor or other business partner or the departure of any employee or officer of the Company or any of the Company Subsidiaries, in each case, to the extent arising therefrom, except, in the case of clause (A), (B), (C), (D) or (E), to the extent that the Company and the Company Subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries in which the Company and the Company Subsidiaries operate (in which case the incremental materially disproportionate impact or impacts may be taken into account in determining whether there has been a Company Material Adverse Effect).

(viii) “Direct Registration System” means the service that provides for electronic direct registration of securities in a record holder’s name on the Company’s transfer books and allows shares to be transferred between record holders electronically.

(ix) “DPA” means Section 721 of the Defense Production Act of 1950, as amended, including the implementing regulations thereof codified at 31 C.F.R. Part 800.

(x) “Government Contract” means any Contract to which the Company or any Company Subsidiary is a party, or by which any of them are bound, the ultimate contracting party of which is a Governmental Entity (including any subcontract with a prime contractor or other subcontractor who is party to such Contract).

(xi) “knowledge” means (1) in the case of the Company, the actual knowledge following reasonable inquiry, as of the date of this Agreement, of the individuals listed on Section 8.03(x)(1) of the Company Disclosure Letter and (2) in the case of Parent and Merger Sub, the actual knowledge following reasonable inquiry, as of the date of this Agreement, of the individuals listed on Section 8.03(x)(2) of the Company Disclosure Letter.

(xii) “made available” means (unless otherwise specified), with respect to a particular document, item or other piece of information, inclusion and availability in the virtual data room hosted by Merrill Corporation in connection with the Transactions on or prior to 8:00 a.m. New York time on the business day prior to the execution of this Agreement (or, if this Agreement is executed on any day other than a Sunday or a Monday, the second business day prior to the execution of this Agreement).

(xiii) “Parent Material Adverse Effect” means any change, effect, event or occurrence that prevents or materially delays (a) the consummation of the Merger and the other Transactions or (b) the ability of Parent to perform its obligations under this Agreement in any material respect.

(xiv) A “Person” means any individual, firm, corporation, partnership, company, limited liability company, estate, trust, joint venture, association, organization, Governmental Entity or other entity of any kind or nature.

(xv) A “Representative” of any Person means such Person’s officers, directors, employees, investment bankers, attorneys, other advisors or other representatives.

(xvi) A “subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

(xvii) “Takeover Statute” means (a) Subchapters D, E, F, G, H, I and J of Chapter 25 of the PBCL, and (b) any similar takeover, control share or interested shareholder business combination statutes or regulations of any other state of the United States.

(xviii) “Willful and Material Breach” means an intentional and willful material breach, or an intentional and willful material failure to perform, in each case that is the consequence of an act or omission by a party with the actual knowledge that the taking of such act or failure to take such act would cause a breach of this Agreement.

(xix) “Written Consent End Date” means the date that is the later of (i) 30 calendar days after the date hereof and (ii) if the Company has delivered to Parent notice of a Superior Company Proposal pursuant to Section 4.03(b) on or prior to the date that is 30 calendar days after the date hereof, then the end of the Match Period.

Section 8.04 Interpretation. The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to “this Agreement” shall include the Company Disclosure Letter. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any terms used in the Company Disclosure Letter, any Exhibit or any certificate or other document made or delivered pursuant hereto but not otherwise defined therein shall have the meaning as defined in

this Agreement. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “or” shall not be exclusive. The phrase “date of this Agreement” shall be deemed to refer to April 25, 2015. All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law herein shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (iv) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 8.05 Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that Transactions are fulfilled to the extent possible.

Section 8.06 Counterparts. This 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 parties. Delivery of an executed counterpart of a signature page of this Agreement by electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.07 Entire Agreement; Third-Party Beneficiaries; No Other Representations or Warranties. (a) This Agreement, the Voting Agreement and the Confidentiality Agreement (i) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties and their affiliates, or any of them, with respect to the subject matter of this Agreement, the Voting Agreement and the Confidentiality Agreement and (ii) except for Section 5.06, are not intended to confer upon any Person other than the parties any rights or remedies. Notwithstanding clause (ii) of the immediately preceding sentence, following the Effective Time the provisions of Article I shall be enforceable by holders of Certificates and holders of Book-Entry Shares and the provisions of Section 5.04 shall be enforceable by holders of awards under the Company Stock Plan.

(b) Except for the representations and warranties contained in Article II, each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of the Company Subsidiaries or with respect to any other information made available to Parent or Merger Sub in connection with the Transactions. Neither the Company nor any other Person will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub, or Parent’s or Merger Sub’s use of, any projections or forecasts made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Transactions, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Article III.

(c) Except for the representations and warranties contained in Article III, the Company acknowledges that none of Parent, Merger Sub or any other Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information made available to the Company in connection with the Transactions.

Section 8.08 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 8.09 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties; provided that Merger Sub may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to Parent or to any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Merger Sub of any of its obligations under this Agreement; provided further that no such assignment shall materially impede or delay the consummation of the Transactions. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 8.10 Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 8.10(b), without proof of damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to

specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the Transactions and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding, in each case in accordance with Section 8.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party to consummate the Transactions, and at such time all conditions to each party’s obligations to Closing are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing or are capable of being satisfied at the Closing or those conditions that relate to the subject matter of the Proceeding for specific performance), the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus five business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be.

(b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania (and, to the extent the United States District Court for the Eastern District of Pennsylvania does not have subject matter jurisdiction, the jurisdiction of the courts of the Commonwealth of Pennsylvania in Philadelphia County) (the “Chosen Courts”), for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Chosen Courts. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen Courts in the event any Proceeding arises out of this Agreement, the Merger or any of the other Transactions, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) irrevocably consents to the service of process in any Proceeding arising out of or relating to this Agreement, the Merger or any of the other Transactions, on behalf of itself or its property, by U.S. registered mail, (A) in the case of the Company, to the Company’s address set forth in Section 8.02, and (B), in the case of Parent or Merger Sub, to the Process Agent in accordance with Section 8.10(c) (provided that nothing in this Section 8.10(b) shall affect the right of any party to serve legal process in any other manner permitted by Law) and (iv) agrees that it will not bring any Proceeding relating to this Agreement, the Merger or any of the other Transactions in any court other than the Chosen Courts. The parties hereto agree that a final trial court Judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-Judgment relief regarding, or any appeal from, such final trial court Judgment.

(c) Parent and Merger Sub hereby irrevocably designate AAAgent Services, LLC (in such capacity, the “Process Agent”), with an office at 125 Locust Street, Harrisburg, Pennsylvania, 17101, as its designee, appointee and agent to receive, for and on its behalf service of process in any Proceeding arising out of or relating to this Agreement, the Merger or any of the other Transactions, and such service shall be deemed

complete upon delivery thereof to the Process Agent; provided that in the case of any such service upon the process agent, the party effecting such service shall also deliver a copy thereof to each other such party in the manner provided in Section 8.02 of this Agreement. Parent shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that Parent will at all times have an agent for service of process for the above purposes in the Commonwealth of Pennsylvania.

(d) This Section 8.10 shall not be construed as a waiver of the parties’ right to seek enforcement of a decision of the Chosen Courts before any other courts, whether in the United States or abroad.

Section 8.11 Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Proceeding arising out of this Agreement, the Merger or any other Transaction. Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 8.11.

Section 8.12 Remedies. Except as otherwise provided in this Agreement, the rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by applicable Law, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.

Section 8.13 Cooperation. The parties agree to provide reasonable cooperation with each other and to execute and deliver such further documents, certificates, agreements and instruments and to take such actions as may be reasonably requested by the other parties to evidence or effect the Transactions and to carry out the intent and purposes of this Agreement.

[remainder of page intentionally blank; signature pages follow]

IN WITNESS WHEREOF, SA, NA, Merger Sub and the Company have duly executed this Agreement, all as of the date first written above.


CAP GEMINI S.A.

	by	/s/ Lanny Cohen
		Name: Lanny Cohen
		Title: Authorized Signatory

CAPGEMINI NORTH AMERICA, INC.

	by	/s/ Lanny Cohen
		Name: Lanny Cohen
		Title: Authorized Signatory

LAPORTE MERGER SUB, INC.

	by	/s/ Thierry Delaponte
		Name: Thierry Delaponte
		Title: Authorized Signatory

IGATE CORPORATION

	by	/s/ Jeffrey M. Friedel
		Name: Jeffrey M. Friedel
		Title: Senior Vice President, Legal

Exhibit A

Agreement and Plan of Merger

Index of Defined Terms


	Location of
Defined Term	Definition
Acceptable Confidentiality Agreement		4.03(e)(i)
Adverse Recommendation Change		4.03(b)
Agreement		Preamble
Articles of Merger		1.03
Authorizations		2.15(a)
Bankruptcy and Equity Exception		2.04(a)
Book-Entry Shares		8.03(ii)
Burdensome Condition		5.03(c)
Certificates		1.08(b)
CFIUS		8.03(iv)
CFIUS Approval		8.03(v)
Chosen Courts		8.10(b)
Closing		1.02
Closing Date		1.02
Commonly Controlled Entity		2.11(j)(i)
Company		Preamble
Company Articles		2.01
Company Balance Sheet		2.06(d)
Company Benefit Agreement		2.11(j)(ii)
Company Benefit Plan		2.11(j)(iii)
Company Board		2.04(b)
Company Board Recommendation		2.04(b)
Company Bylaws		2.01
Company Common Stock		1.07
Company Disclosure Letter		II
Company Employee		5.05(a)
Company Material Adverse Effect		8.03(vi), 2.05(b), 2.05(a)
Company Notes		5.17(a)
Company Notes Indenture		5.17(a)
Company Notes Offer		5.17(a)
Company Notes Payoff		5.17(b)
Company Preferred Stock		2.02(a)
Company Registered Intellectual Property		2.17(k)(i)
Company SEC Documents		2.06(a)
Company Shareholder Approval		2.04(c)
Company Shareholders’ Meeting		5.01(a)
Company Source Code		2.17(k)(ii)
Company Subsidiaries		2.01
Company Takeover Proposal		5.07(b)(iii), 4.03(e)(ii)


Company Termination Fee			5.07(b)
Confidentiality Agreement			5.02
Consent			2.05(b)
Continuation Period			5.05(a)
Contract			2.05(a)
Direct Registration System			8.03(vii)
DOJ			5.03(b)
DPA			8.03(viii)
Effective Time			1.03
Environmental Law			2.16(b)
ERISA			2.11(j)(iii)
Exchange Act			2.05(b)
Existing D&O Policies			5.06(c)
Filed Company SEC Documents			II
Foreign Antitrust Laws			2.05(b)
FTC			5.03(b)
GAAP			2.06(c)
Government Contract			8.03(ix)
Governmental Entity			2.05(b)
HSR Act			2.05(b)
Indemnified Party			5.06(a)
Information Statement			5.01(a)
Intellectual Property			2.17(k)(iii)
Intervening Event			4.03(e)(iii)
Intervening Event Adverse Recommendation Change			4.03(b)(i)
Judgment			2.05(a)
Law			2.05(a)
Legal Restraints			6.01(b)
Liens			2.03(a)
Major Customer			2.23
Major Vendor			2.23
Match Period			4.03(b)(ii)
Measurement Date			2.02(a)
Merger			Recitals
Merger Consideration			1.07(c)
Merger Sub			Preamble
Nasdaq			2.05(b)
Offer Documents			5.17(a)
Outside Date			7.01(b)(i), 7.01(b)(i)
Parent			Preamble
Parent Expenses			5.07(d)
Parent Material Adverse Effect			8.03(xii)
Paying Agent			1.08(a)
Payment Fund			1.08(a)
PBCL			Recitals
Permitted Liens			2.12


Person			8.03(xiii)
Proceeding			2.14
Process Agent			8.10(c)
Proxy Statement			5.01(a)
Qualifying Company Takeover Proposal			4.03(a)
Remedial Action			5.03(c)
Representative			8.03(xiv)
Required Jurisdictions			6.01(e)
Revolving Facility			4.01(j)
Sarbanes-Oxley Act			2.06(f)
SEC			II
Securities Act			2.05(b)
Series A Preferred Stock			2.02(a)
Series B Preferred Stock			2.02(a)
Shareholder Approval Time			4.03(a)
Shareholder Consent			5.01(b)
Specified Contract			2.13(a)(xii)
Superior Company Proposal			4.03(e)(iv), 4.03(e)(iv)
Surviving Corporation			1.01
Takeover Statute			8.03(xvi)
Tax Return			2.09(h)(i)
Taxes			2.09(h)(ii)
Transactions			Recitals
Transfer Taxes			5.09
Voting Agreement			Recitals
Voting Company Debt			2.02(c)
Willful and Material Breach			8.03(xvii)
Written Consent End Date			8.03(xviii)

iii

Exhibit B

Agreement and Plan of Merger

Articles of Incorporation of the Surviving Corporation

COMMONWEALTH OF PENNSYLVANIA

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

IGATE CORPORATION

In compliance with the requirements of the applicable provisions of 15 Pa. C.S. Section 1306 relating to the Business Corporation Law, Act of December 21, 1988 (P.L. 1444, No. 177), as amended, the undersigned, desiring to be incorporated as a business corporation, does hereby certify that:

1. Name. The name of the Corporation is iGATE Corporation

2. Registered Office. The name of the initial Commercial Registered Office Provider is AAAgent Services, LLC, and the County of Venue is Dauphin.

3. Statute. The Corporation is incorporated under the provisions of the Business Corporation Law of 1988, as amended.

4. Capital Stock. The aggregate number of shares of Common Stock which the Corporation shall have authority to issue is One Hundred (100) shares each with a par value of One Cent($.01).

5. Incorporator. The name and address of the Incorporator are as follows:

Name

Address

Alan H. Leiblich

c/o Blank Rome LLP

One Logan Square

Philadelphia, PA 19103

6. Term. The term for which the Corporation is to exist is perpetual.

7. Authority of Board of Directors. The Board of Directors shall have the full authority permitted by law to fix by resolution full, limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any class or any series of any class that may be desired.

8. Cumulative Voting Rights. Shareholders of the Corporation shall not have the right to cumulate their votes for the election of Directors of the Corporation.

9. Bylaws. The Incorporator shall adopt the Bylaws on behalf of the Corporation. All conditions, qualifications, requirements, privileges and regulations regarding the Board of Directors and the shareholders, including voting rights, shall be fixed and governed by the Bylaws of the Corporation.

10. Personal Liability of Directors; Indemnification. A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17 of the BCL and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the foregoing provision shall not eliminate or limit (i) the responsibility or liability of a director pursuant to any criminal statute or (ii) the liability of a director for the payment of taxes pursuant to local, state or federal law. Any repeal, modification or adoption of any provision inconsistent with Article 10 shall be prospective only, and neither the repeal or modification of this provision nor the adoption of any provision inconsistent with this provision shall adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification or the adoption of such inconsistent provision

11. Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the full extent permitted by law, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in (as a witness or otherwise) any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether or not by or in the right of the Corporation or otherwise (hereinafter, a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the heir, executor or administrator, is or was a director or executive officer of the Corporation or predecessor of the Corporation, as applicable, or is or was serving at the request of the Corporation or predecessor of the Corporation, as applicable, as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise (including without limitation service with respect to employee benefit plans), or where the basis of such proceeding is any alleged action or failure to take any action by such person while acting in an official capacity as a director or executive officer of the Corporation, or predecessor of the Corporation, as applicable, or in any other capacity on behalf of the Corporation while such person is or was serving as a director or executive officer of the Corporation, or predecessor of the Corporation, as applicable, against all expenses, liability and loss, including but not limited to attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement (whether with or without court approval), actually and reasonably incurred or paid by such person in connection therewith.

(b) Notwithstanding the foregoing clause (a), except as provided in Article 12 below, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

(c) Subject to the limitation set forth in the foregoing clause (b) concerning proceedings initiated by the person seeking indemnification, the right to indemnification conferred in this Article 11 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding (or part thereof) or in enforcing his or her rights under this Article 11 in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred; provided, however, that to the extent required by law, the payment of such expenses incurred by a director or executive officer of the Corporation in advance of the final disposition of a proceeding shall be made only upon receipt of an undertaking, by or on behalf of such person, to repay all amounts so advanced if and to the extent it shall ultimately be determined by a court that he or she is not entitled to be indemnified by the Corporation under this Article 11 or otherwise.

(d) The right to indemnification and advancement of expenses provided herein shall continue as to a person who has ceased to be a director or executive officer of the Corporation or to serve in any of the other capacities described herein, and shall inure to the benefit of the heirs, executors and administrators of such person.

(e) Notwithstanding any other provision contained herein, Articles 9 through 12 hereof shall not be amended, repealed or otherwise modified for a period of six (6) years from the date hereof in any manner that would adversely affect any right thereunder of individuals who, at or prior to the date hereof, were directors, officers, employees or agents (including as a fiduciary with respect to an employee benefit plan) of any predecessor corporation of the Corporation or any of its subsidiaries or any of their respective predecessors.

12. Payment of Indemnification. If a claim for indemnification under Article 11 hereof is not paid in full by the Corporation within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claim.

13. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of a final disposition conferred in Article 11 and the right to payment of expenses conferred in Article 12 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses hereunder may be entitled under any bylaw, agreement, vote of shareholders, vote of directors or otherwise, both as to actions in his or her official capacity and as to actions in any other capacity while holding that office, the Corporation having the express authority to enter into such agreements or arrangements as the Board of Directors deems appropriate for the indemnification of and advancement of expenses to present or future directors and officers as well as employees, representatives or agents of the Corporation in connection with their status with or services to or on behalf of the Corporation or any other corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, for which such person is serving at the request of the Corporation.

vii

IN TESTIMONY WHEREOF, the Incorporator has signed these Articles of Incorporation this day of , 20 .

Alan H. Lieblich, Incorporator

viii

Exhibit C

Agreement and Plan of Merger

Written Consent

IGATE Corporation

Written Consent of Shareholders

In Lieu of Meeting

The undersigned (the “Shareholders”), being the holders of the shares of capital stock of IGate Corporation, a Pennsylvania corporation (the “Company”), set forth opposite the name of each Shareholder on Schedule I hereto as of April 24, 2015 (being the record date established by the Board of Directors of the Company (the “Company Board”) for approval of the matters described herein) hereby irrevocably consent in writing, pursuant to Section 2524, Section 1924 (including any successor to such section) and Section 1766(b) of the Pennsylvania Business Corporation Law (the “PBCL”) and as authorized by Section 7.4 of the Third Amended and Restated Articles of Incorporation of the Company, to the actions and adoption of the resolutions set out below by written consent in lieu of a meeting of shareholders of the Company.

RECITALS

WHEREAS, the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 25, 2015, 2015, by and among the Company, Cap Gemini S.A., a French societe anonyme (“SA”), Capgemini North America, Inc., a Delaware corporation (“NA” and, together with SA, “Parent”), Laporte Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”) and a wholly owned subsidiary of NA, a copy of which has been provided to the Shareholders and is attached hereto as Exhibit A (capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement);

WHEREAS, pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares that are owned by the Company as treasury stock, or owned by any wholly owned subsidiary of the Company, Parent or Merger Sub) will be converted into the right to receive $48.00 in cash, without interest (the “Merger Consideration”);

WHEREAS, the undersigned have reviewed the Merger Agreement and such other information as they believed necessary to make an informed decision concerning their vote on the adoption of the Merger Agreement, and the undersigned have had the opportunity to consult with their own legal, tax and/or financial advisor(s) regarding the consequences to them of the Merger, the Merger Agreement and the execution of this written consent;

WHEREAS, the Company Board has received the opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of the date of the Merger Agreement, to the effect that, based upon and subject to the factors and assumptions set forth therein, the consideration to be received by the holders of the Shares in the Merger is fair to such holders from a financial point of view;

WHEREAS, the Company Board has, at a meeting duly called and held at which all directors of the Company were present, including the disinterested directors in accordance with Section 2538 of the PBCL, if applicable, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other Transactions, (ii) determining that the Merger and the other Transactions are in the best interests of the Company, (iii) proposing the Merger in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement as a plan of merger for the purposes of Section 1922 of the PBCL and (iv) recommending that the Company’s shareholders adopt this Agreement if the Company Shareholder Approval is required by applicable Law;

WHEREAS, the affirmative vote or written consent of shareholders necessary to authorize the Merger is (a) the affirmative vote in favor of the adoption of the Merger Agreement by a majority of the votes cast by all shareholders of the Company entitled to vote thereon pursuant to Section 1924(a) (including any successor to such section) of the PBCL or (b) the written consent of shareholders who are entitled to cast the minimum number of votes that would be necessary to authorize the Merger at a meeting in which all shareholders entitled to vote thereon were present and voting pursuant to Section 2524 and Section 1776(b), respectively, of the PBCL (the “Company Shareholder Approval”);

WHEREAS, as of the date of this written consent, the Shareholders are the record and/or beneficial owners of 43,990,645 Shares, constituting approximately 54% of the aggregate voting power of all the outstanding Shares, and the execution and delivery of this written consent will constitute the Company Shareholder Approval; and

WHEREAS, pursuant to the Merger Agreement and in accordance with Section 1924(c) (including any successor to such section) of the PBCL, the Company Board has the power to terminate the Merger Agreement under certain circumstances after the Company Shareholder Approval is obtained by this written consent, upon the terms and subject to the conditions set forth in the Merger Agreement.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED as follows:

RESOLVED, that the Merger Agreement and the transactions contemplated thereby, including the Merger, are hereby authorized, accepted and adopted in all respects, and that the Shareholders hereby vote all of the shares of capital stock of the Company held by such Shareholders and entitled to vote thereon in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger; provided, however, that this written consent shall be of no further force or effect following any termination of the Merger Agreement in accordance with its terms (including, without limitation, pursuant to Section 7.04(b) thereof).

FURTHER RESOLVED, that this written consent is coupled with an interest and is irrevocable.

FURTHER RESOLVED, that the Shareholders hereby waive any and all notice requirements with respect to the time and place of meeting, and consents to the transaction of all business represented by this written consent.

FURTHER RESOLVED, that this written consent may be executed in two or more counterparts, each of which when so executed shall be an original, and all such counterparts shall together constitute one and the same instrument, and signatures to this written consent transmitted by facsimile or PDF copy shall be deemed original signatures for all purposes, and such execution and transmission shall be considered valid, binding and effective for all purposes.

This written consent shall be filed with the minutes of the meetings of the shareholders of the Company and shall be treated for all purposes as action taken at a meeting.

[signature pages follow]

IN WITNESS WHEREOF, the undersigned have executed this written consent as of the date first written above.

By:

Title:

By:

Title:

By:

Title:

SCHEDULE I


Shareholders	Shares
Viscaria Limited		23,384,095
Ashok Trivedi		8,002,832
Sunil Wadhwani		7,997,625
Trivedi Family Qualified Subchapter “S” Trust		1,356,343
Wadhwani Partners No. 1 L.P.		1,027,500
Sunil and Nita Wadhwani Family Foundation		682,126
Ashok and Anjana Trivedi Charitable Remainder Unitrust		600,000
Sunil and Nita Wadhwani Charitable Remainder Unitrust		480,000
The Ashok and Anjana Trivedi Family Foundation		400,000
Wadhwani Partners No. 2 L.P.		60,124

Exhibit 10.1

IGATE CORPORATION AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN

Section 1. General Purpose of the Plan; Definitions. The name of this plan is the iGATE Corporation 2006 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors and consultants of IGATE Corporation (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below: “Act” means the Securities Exchange Act of 1934, as amended.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Awards, Performance Share Awards and Stock Appreciation Rights.

“Board” means the Board of Directors of the Company.

“Change of Control” shall have the meaning assigned to that term in Section 15.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Effective Date” means May 25, 2006, the date on which the Plan is approved by the Company’s Board and stockholders.

“Fair Market Value” of the Stock on any given date shall be the closing price as reported on the NASDAQ National Market System for such date or, if no sales were reported for such date, for the last day preceding such date for which a sale was reported. If the Fair Market Value cannot be determined on the basis previously set forth in this definition on the date that Fair Market Value is to be determined, the Board shall in good faith determine the Fair Market Value of the Stock on such date.

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Independent Director” means a member of the Board who is not an employee or officer of the Company or any Subsidiary.

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Option” or “Stock Option” means any Option to purchase shares of Stock granted pursuant to Section 6.

“Performance Share Award” means any Award granted pursuant to Section 12. “Restricted Stock Award” means any Award granted pursuant to Section 10. “Restricted Stock Unit Award means an Award granted pursuant to Section 10A.

“Stock” means the Common Stock, par value $.01 per share, of the Company, subject to adjustments pursuant to Section 14.

“Stock Appreciation Right” or “SAR” means any Award granted pursuant to Section 7. “Stock Award” means any award granted pursuant to Section 11.

“Subsidiary” means any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities, beginning with the Company, if each of the corporations or entities (other than the last corporation or entity in the unbroken chain) owns stock or other interests possessing 50% or more of the economic interest or the total combined voting power of all classes of stock or other interests in one of the other corporations or entities in the chain.

Section 2. Administration. The Plan shall be administered by the full Board of Directors of the Company or a committee of such Board of Directors comprised of two or more individuals who are “Non-Employee Directors” within the meaning of Rule 16b-3(a)(3) promulgated under the Act and “outside directors” as defined in Section 162(m) of the Code (the “Plan Administrator”). Subject to the provisions of the Plan, the Plan Administrator is authorized to:

(a) construe the Plan and any Award under the Plan;

(b) select the directors, officers, employees and consultants of the Company and its Subsidiaries to whom Awards may be granted;

(d) determine and modify from time to time the terms and conditions, including restrictions, of any Award and to approve the form of written instrument evidencing Awards;

(e) accelerate at any time the exercisability or vesting of all or any portion of any Award and/or to include provisions in Awards providing for such acceleration; and

(f) impose limitations on Awards, including limitations on transfer and repurchase provisions. The determination of the Plan Administrator on any such matters shall be conclusive.

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Section 3. Delegation of Authority to Grant Awards. The Plan Administrator, in its discretion, may delegate to the Co-Chairmen of the Company all or part of the Plan Administrator’s authority and duties with respect to granting Awards to individuals who are not subject, by reason of their position with the Company or its Subsidiaries, to the reporting provisions of Section 16 of the Act and who are not expected to be “covered employees” of the Company or its Subsidiaries within the meaning of Section 162(m) of the Code.

Section 4. Eligibility. Directors, officers, employees and consultants of the Company or its Subsidiaries who, in the opinion of the Plan Administrator, are primarily responsible for the continued growth and development and future financial success of the business shall be eligible to participate in the Plan.

Section 5. Shares Subject to the Plan. The number of shares of Stock which may be issued pursuant to the Plan shall be 14,702,793 shares, subject to adjustment as provided in Section 14. The shares of Stock underlying any Awards which are forfeited, canceled, reacquired by the Company, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the number of shares of Stock available for issuance under the Plan. To the extent that an SAR is granted in conjunction with an Option, the shares covered by such SAR and Option shall be counted only once. Stock to be issued under the Plan may be either authorized and unissued shares or shares held in treasury by the Company.

Stock Options with respect to no more than 500,000 shares of Stock may be granted to any one individual participant during any one calendar year period and Stock Appreciation Rights with respect to no more than 500,000 shares of Stock may be granted to any one individual participant during any one calendar year period. In any one calendar year during a particular Performance Period, as hereinafter defined, the maximum amount which may be earned by any individual participant under Performance Share Awards granted under the Plan for that calendar year of the Performance Period shall be limited to 500,000 shares of Stock. In the case of multi-year Performance Periods, the number of shares which are earned in any one calendar year of the Performance Period is the number of shares paid for the Performance Period divided by the number of calendar years in the period. In applying this limit, the number of shares of Stock earned by a Participant shall be measured as of the close of the applicable calendar year which ends the Performance Period, regardless of the fact that certification by the Plan Administrator and actual payment to the Participant may occur in a subsequent calendar year or years. The limitations in this paragraph shall be interpreted and applied in a manner consistent with Section 162(m) of the Code.

Section 6. Stock Options. Options granted pursuant to the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options and Non-Qualified Stock Options shall be granted separately hereunder and may not be granted in tandem. The Plan Administrator shall determine whether, and to what extent, Options shall be granted under the Plan and whether such Options granted shall be Incentive Stock Options or Non-Qualified Stock Options; provided, however, that: (a) Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code; and (b) No Incentive Stock Option may be granted following the tenth anniversary of the Effective Date. The provisions of the Plan and any Stock Option agreement pursuant to which Incentive Stock Options shall be issued shall be construed in a manner consistent with Section 422 of the Code (or any successor provision) and rules and regulations promulgated thereunder.

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Section 7. Stock Appreciation Rights. The Plan Administrator may, from time to time, subject to the provisions of the Plan, grant SARs to eligible participants. Such SARs may be granted (i) alone, or (ii) simultaneously with the grant of an Option (either an Incentive Stock Option or Non-Qualified Stock Option) and in conjunction therewith or in the alternative thereto.

(a) An SAR shall entitle the holder upon exercise thereof to receive from the Company, upon a written request filed with the Secretary of the Company at its principal offices (the “Request”), (i) a number of shares of Stock, (ii) an amount of cash, or (iii) any combination of shares of Stock and cash, as specified in the Request (but subject to the approval of the Plan Administrator in its sole discretion, at any time up to and including the time of payment, as to the making of any cash payment), having an aggregate Fair Market Value equal to the product of (i) the excess of the Fair Market Value, on the day of such Request, of one share of Stock over the exercise price per share specified in such SAR or its related Option, multiplied by (ii) the number of shares of Stock for which such SAR shall be exercised.

(b) The exercise price of an SAR granted alone shall be determined by the Plan Administrator, but may not be less than the Fair Market Value of the underlying Stock on the date of grant. An SAR granted simultaneously with the grant of an Option and in conjunction therewith or in the alternative thereto shall have the same exercise price as the related Option, shall be transferable only upon the same terms and conditions as the related Option, and shall be exercisable only to the same extent as the related Option; provided, however, that an SAR, by its terms, shall be exercisable only when the Fair Market Value of the Stock subject to the SAR and related Option exceeds the exercise price thereof.

(c) Upon exercise of an SAR granted simultaneously with an Option and in the alternative thereto, the number of shares of Stock for which the related Option shall be exercisable shall be reduced by the number of shares of Stock for which the SAR shall have been exercised. The number of shares of Stock for which an SAR shall be exercisable shall be reduced upon any exercise of a related Option by the number of shares of Stock for which such Option shall have been exercised.

(d) Any SAR shall be exercisable upon such additional terms and conditions as may be prescribed by the Plan Administrator.

Section 8. Terms of Options and SARs. Each Option or SAR granted under the Plan shall be evidenced by an agreement between the Company and the person to whom such Option or SAR is granted and shall be subject to the following terms and conditions:

(a) Subject to adjustment as provided in Section 14 of this Plan, the price at which each share covered by an Option may be purchased shall not be less than the Fair Market Value of the underlying Stock at the time the Option is granted. If an optionee owns (or is deemed to own under applicable provisions of the Code and rules and regulations promulgated thereunder) more than ten percent (10%) of the combined voting power of all classes of the stock of the Company and an Option granted to such optionee is intended to qualify as an Incentive Stock Option, the

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Option price shall be no less than 110% of the Fair Market Value of the Stock covered by the Option on the date the Option is granted. The purchase price of any Option may not be reduced after grant, whether through amendment, cancellation, replacement or otherwise.

(b) The aggregate Fair Market Value of shares of Stock with respect to which Incentive Stock Options are first exercisable by the optionee in any calendar year (under all plans of the Company) shall not exceed the limitations, if any, imposed by Section 422(d) of the Code (or any successor provision), except as otherwise determined by the Plan Administrator in its discretion. If any Option designated as an Incentive Stock Option, either alone or in conjunction with any other Option or Options, exceeds the foregoing limitation, the portion of such Option in excess of such limitation shall automatically be reclassified (in whole share increments and without fractional share portions) as a Non-Qualified Stock Option, with later granted Options being so reclassified first.

(c) Neither an Option nor an SAR shall be transferable by the participant otherwise than by will or by the laws of descent and distribution or pursuant to a domestic relations order. After the death of the participant, the Option or SAR may be transferred to the Company upon such terms and conditions, if any, as the Plan Administrator and the personal representative or other person entitled to exercise the Option or SAR may agree within the period specified in subsection 8(d)(iii) hereof. All Options and SARs shall be exercisable during the lifetime of the participant only by the participant.

(d) An Option or SAR may be exercised in whole at any time, or in part from time to time, within such period or periods (not to exceed ten years from the granting of the Option in the case of an Incentive Stock Option) as may be determined by the Plan Administrator and set forth in the agreement (such period or periods being hereinafter referred to as the “Option Period”), provided that, unless the agreement provides otherwise:

(i) If a participant who is an employee of the Company shall cease to be employed by the Company, all Options and SARs to which the employee is then entitled to exercise may be exercised only within three months after the termination of employment and within the Option Period or, if such termination was due to disability or retirement (as hereinafter defined), within one year after termination of employment and within the Option Period. Notwithstanding the foregoing, in the event that any termination of employment shall be for Cause (as defined herein) or the participant becomes an officer or director of, a consultant to or employed by a Competing Business (as defined herein), during the Option Period, then any and all Options and SARs held by such participant shall forthwith terminate. For purposes of the Plan, retirement shall mean the termination of employment with the Company, other than for Cause, at any time after the participant’s attainment of age 65, and a participant’s “Disability” shall be determined within the meaning of Section 422(c)(6) of the Code. For purposes of this Plan, the term “Cause” shall mean (a) with respect to an individual who is party to a written agreement with the Company which contains a definition of “cause” or “for cause” or words of similar import for purposes of termination of employment thereunder by the Company, “cause” or “for cause” as defined in such agreement; (b) in all other cases (i) the willful commission by an employee of a criminal or other act that causes substantial economic damage to the Company or substantial injury to the business reputation of the Company; (ii) the commission of an act of fraud in the performance of

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such person’s duties to or on behalf of the Company; or (iii) the continuing willful failure of a person to perform the duties of such person to the Company (other than a failure to perform duties resulting from such person’s incapacity due to illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to cure such failure are given to the person by the Board of Directors of the Company or the Plan Administrator. For purposes of the Plan, no act, or failure to act, on the part of any person shall be considered “willful” unless done or omitted to be done by the person other than in good faith and without reasonable belief that the person’s action or omission was in the best interest of the Company. For purposes of this Plan, the term “Competing Business” shall mean: any person, corporation or other entity engaged in the business of (a) providing information technology services or (b) selling or attempting to sell any product or service which is the same as or similar to products or services sold by the Company within the last year prior to termination of such person’s employment, consultant relationship or directorship, as the case may be, hereunder.

(ii) If a participant who is a director of the Company shall cease to serve as a director of the Company, any Options or SARs then exercisable by such director may be exercised only within three months after the cessation of service and within the Option Period unless such cessation was due to Disability, in which case such optionee may exercise such Option or SAR within one year after cessation of service and within the Option Period. Notwithstanding the foregoing, if any cessation of service as a director was the result of removal for Cause or the participant becomes an officer or director of, a consultant to or employed by a Competing Business during the Option Period, any Options and SARs held by such participant shall forthwith terminate;

(iii) If the participant shall die during the Option Period, any Options or SARs then exercisable may be exercised only within one year after the participant’s death and within the Option Period and only by the participant’s personal representative or persons entitled thereto under the participant’s will or the laws of descent and distribution;

(iv) The Option or SAR may not be exercised for more shares (subject to adjustment as provided in Section 14) after the termination of the participant’s employment, cessation of service as a director or the participant’s death, as the case may be, than the participant was entitled to purchase thereunder at the time of the termination of the participant’s employment or the participant’s death; and

(v) If a participant owns (or is deemed to own under applicable provisions of the Code and regulations promulgated thereunder) more than 10% of the combined voting power of all classes of stock of the Company (or any parent or subsidiary corporation of the Company) and an Option granted to such participant is intended to qualify as an Incentive Stock Option, the Option by its terms may not be exercisable after the expiration of five years from the date such Option is granted.

(e) The Option exercise price of each share purchased pursuant to an Option shall be paid in full at the time of each exercise (the “Payment Date”) of the Option (i) in cash; (ii) by delivering to the Company a notice of exercise with an irrevocable direction to a broker-dealer registered under the Act to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Company to pay the exercise price; (iii) in the discretion of the Plan Administrator, through the delivery or certification to the Company of previously-owned shares of Stock having an aggregate Fair Market Value equal to the Option exercise price of the shares being purchased

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pursuant to the exercise of the Option; provided, however, that shares of Stock delivered in payment of the Option price must have been held by the participant for at least six (6) months in order to be utilized to pay the Option price; (iv) in the discretion of the Plan Administrator, through an election to have shares of Stock otherwise issuable to the optionee withheld to pay the exercise price of such Option; or (v) in the discretion of the Plan Administrator, through any combination of the payment procedures set forth in subsections (i)-(iv) of this Section 8(e). Notwithstanding any procedure of the broker or other agent-sponsored exercise or financing program, if the Option price is paid in cash, the exercise of the Option shall not be deemed to occur and no shares of Stock will be issued until the Company has received full payment in cash (including check, bank draft or money order) for the Option price from the broker or other agent.

(f) The Plan Administrator, in its discretion, may authorize “stock retention Options” which provide, upon the exercise of an Option previously granted under this Plan (a “prior Option”), using previously owned shares, for the automatic issuance of a new Option under this Plan with an exercise price equal to the current Fair Market Value and for up to the number of shares equal to the number of previously-owned shares delivered in payment of the exercise price of the prior Option. Such stock retention Option shall have the same Option Period as the prior Option.

(g) Nothing contained in the Plan nor in any Award agreement shall confer upon any participant any right with respect to the continuance of employment by the Company nor interfere in any way with the right of the Company to terminate his employment or change his compensation at any time,

(h) The Plan Administrator may include such other terms and conditions not inconsistent with the foregoing as the Plan Administrator shall approve. Without limiting the generality of the foregoing sentence, the Plan Administrator shall be authorized to determine that Options or SARs shall be exercisable in one or more installments during the term of the Option, subject to the attainment of performance goals and objectives and the right to exercise may be cumulative as determined by the Plan Administrator.

(i) If a grantee of an Option or S AR engages in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise and whether during or after termination of employment or service as an Independent Director) which is in competition with the Company or any of its Subsidiaries, the Plan Administrator may immediately terminate all outstanding Options and SARs of the participant.

Section 9. Independent Director Options. The Option exercise price for Options granted to Independent Directors under the Plan will be equal to the Fair Market Value of the Stock on the date of grant. Options granted to Independent Directors will expire ten years after grant, subject to earlier termination if the optionee ceases to serve as a director.

Section 10. Restricted Stock Awards.

(a) The Plan Administrator may grant Restricted Stock Awards to any officer, employee, director or consultant of the Company and its Subsidiaries. A Restricted Stock Award entitles the recipient to acquire shares of Stock subject to such restrictions and conditions as the Plan Administrator may determine at the time of grant (“Restricted Stock”). Conditions may be based on continuing employment (or other business relationship) and/or achievement of pre-established performance goals and objectives.

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(b) A participant holding unvested Restricted Stock shall not have any of the rights of a shareholder with respect to such unvested Restricted Stock, including, but not limited to the right to vote and receive dividends with respect thereto, until such Stock vests in accordance with the terms of the Restricted Stock Award under which such Stock was granted. The Plan Administrator may, in its sole discretion, decide to issue stock certificates evidencing the Restricted Stock at the time at grant, after the time of grant, or at the time when the restrictions lapse.

(c) The Plan Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which Restricted Stock shall become vested, subject to such further rights of the Company or its assigns as may be specified in the instrument evidencing the Restricted Stock Award.

(d) Unvested Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the written instrument evidencing the Restricted Stock Award.

(e) If an awardee of Restricted Stock engages in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise and whether during or after termination of employment) which is in competition with the Company or any of its Subsidiaries, the Plan Administrator may immediately declare forfeited all shares of Restricted Stock held by the participant as to which the restrictions have not yet lapsed.

Section 10A. Restricted Stock Unit Awards.

(a) The Plan Administrator may grant Restricted Stock Unit Awards to any officer, employee, director, or consultant of the Company and its Subsidiaries. A Restricted Stock Unit Award will be denominated in units equivalent to a number of shares of Stock and shall, subject to meeting certain restrictions and conditions, represent a promise to pay the value of such units. Restrictions and conditions may be based on continuing employment (or other employment relationship) and/or achievement of pre-established performance goals and objectives.

(b) The Plan Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which a Restricted Stock Unit Award shall become vested, subject to such further rights of the Company or its assigns as may be specified in the instrument evidencing the Restricted Stock Unit Award.

(c) A participant holding an unvested Restricted Stock Unit Award will not have any of the rights of a shareholder with respect to that Award, including but not limited to the right to vote and receive dividends with respect thereto.

(d) Unvested Restricted Stock Unit Awards may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as provided in the written instrument evidencing the Restricted Stock Unit Award.

(e) The Restricted Stock Unit Award, net of any withholding obligations, may, to the extent vested, be settled by the delivery of shares of Stock, their cash equivalent, any combination thereof, or in any other form of consideration as determined by the Board and contained in the Award.

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Section 11. Stock Awards. The Plan Administrator may, in its sole discretion, grant (or sell at a purchase price determined by the Plan Administrator) a Stock Award to any officer, employee, director, or consultant of the Company or its Subsidiaries, pursuant to which such individual may receive shares of Stock free of any vesting restrictions (a “Stock Award”) under the Plan. Stock Awards may be granted or sold as described in the preceding sentence in respect of past services or other valid consideration, or in lieu of any cash compensation due to such individual; provided, however, that any purchase rights may not be granted at less than the Fair Market Value of the underlying shares on the date of grant.

Section 12. Performance Share Awards. A Performance Share Award is an Award entitling the recipient to acquire shares of Stock upon the attainment of specified performance goals (the “Performance Goals”). The Plan Administrator may make Performance Share Awards independent of or in connection with the granting of any other Award under the Plan. Performance Share Awards may be granted under the Plan to any officer, employee or consultant of the Company or its Subsidiaries, including those who qualify for awards under other performance plans of the Company. The Plan Administrator, in its sole discretion, shall determine whether and to whom Performance Share Awards shall be made, the Performance Goals applicable under each such Award, the periods during which performance is to be measured (the “Performance Period”), and all other limitations and conditions applicable to the awarded Performance Shares.

(a) Terms of Performance Awards. At the time a Performance Share Award is granted, the Plan Administrator shall cause to be set forth in the Award agreement or otherwise in writing 9

(1) the Performance Goals applicable to the Award and the Performance Period during which the achievement of the Performance Goals shall be measured, (2) the amount which may be earned by the participant based on the achievement, or the level of achievement, of the Performance Goals or the formula by which such amount shall be determined and (3) such other terms and conditions applicable to the Award as the Plan Administrator may, in its discretion, determine to include therein. The terms so established by the Plan Administrator shall be objective such that a third party having knowledge of the relevant facts could determine whether or not any Performance Goal has been achieved, or the extent of such achievement, and the amount, if any, which has been earned by the participant based on such performance. The Plan Administrator may retain the discretion to reduce (but not to increase) the amount of a Performance Share Award which will be earned based on the achievement of Performance Goals. When the Performance Goals are established, the Plan Administrator shall also specify the manner in which the level of achievement of such Performance Goals shall be calculated and the weighting assigned to such Performance Goals. The Plan Administrator may determine that unusual items or certain specified events or occurrences, including changes in accounting standards or tax laws and the effects of extraordinary items as defined by generally accepted accounting principles, shall be excluded from the calculation to the extent permitted in Section 162(m) of the Code.

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(b) Performance Goals. Performance Goals shall mean one or more preestablished, objective measures of performance during a specified Performance Period, selected by the Plan Administrator in its discretion. Performance Goals may be based upon one or more of the following objective performance measures and expressed in either, or a combination of, absolute or relative values: earnings per share, earnings per share growth, net income, net income growth, revenue growth, revenues, expenses, return on equity, return on total capital, return on assets, earnings (including EBITDA and EBIT), cash flow, operating cash flow, share price, economic value added, gross margin, operating income, market share or total shareholder return. Performance Goals based on such performance measures may be based either on the performance of the Company, a Subsidiary or Subsidiaries, any branch, department, business unit or other portion thereof under such measure for the Performance Period and/or upon a comparison of such performance with the performance of a peer group of corporations, prior Performance Periods or other measure selected or defined by the Plan Administrator at the time of making a Performance Share Award. The Plan Administrator may in its discretion also determine to use other objective performance measures as Performance Goals and/or other terms and conditions even if such Performance Share Award would not qualify under Section 162(m) of the Code, provided that the Plan Administrator identifies the Performance Share Award as non-qualifying at the time of Award.

(c) Plan Administrator Certification. Following completion of the applicable Performance Period, and prior to any payment of a Performance Share Award to the participant, the Plan Administrator shall determine in accordance with the terms of the Performance Share Award and shall certify in writing whether the applicable Performance Goal or Goals were achieved, or the level of such achievement, and the amount, if any, earned by the participant based upon such performance. For this purpose, approved minutes of the meeting of the Plan Administrator at which certification is made shall be sufficient to satisfy the requirement of a written certification. Performance Share Awards are not intended to provide for the deferral of compensation, such that payment of Performance Share Awards shall be paid within two and one-half months following the end of the calendar year in which the Performance Period ends or such other time period if and to the extent as may be required to avoid characterization of such Awards as deferred compensation. 10

Section 13. Tax Withholding.

(a) To the extent required by applicable Federal, state, local or foreign law, the participant or his successor shall make arrangements satisfactory to the Company, in its discretion, for the satisfaction of any withholding tax obligations that arise in connection with an Award. The Company shall not be required to issue any shares of Stock or make any cash or other payment under the Plan until such obligations are satisfied. If a participant makes a disposition of shares acquired upon the exercise of an Incentive Stock Option within either two years after the Option was granted or one year after its exercise by the participant, the participant shall promptly notify the Company and the Company shall have the right to require the participant to pay to the Company an amount sufficient to satisfy federal, state and local tax withholding requirements. The Company is authorized to withhold from any Award granted or any payment due under the Plan, including from a distribution of shares of Stock, amounts of withholding taxes due with respect to an Award, its exercise or any payment thereunder, and to take such other action as the Plan

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Administrator may deem necessary or advisable to enable the Company and participants to satisfy obligations for the payment of such taxes. This authority shall include authority to withhold or receive shares of Stock, Awards or other property and to make cash payments in respect thereof in satisfaction of such tax obligations.

(b) A participant who is obligated to pay the Company an amount required to be withheld under applicable tax withholding requirements may pay such amount (i) in cash; (ii) in the discretion of the Plan Administrator, through the delivery to the Company of previously-owned shares of Stock having an aggregate Fair Market Value on the date on which the amount of tax to be withheld is determined which does not exceed the amount of tax required to be withheld (based on the statutory minimum withholding rates for federal and state tax purposes, including payroll taxes), provided that the previously owned shares delivered in satisfaction of the withholding obligations must have been held by the participant for at least six (6) months; or (iii) in the discretion of the Plan Administrator, through a combination of the procedures set forth in subsections (i) and (ii) of this Section 13(b).

(c) A participant who is obligated to pay to the Company an amount required to be withheld under applicable tax withholding requirements in connection with either the exercise of a Non-Qualified Stock Option, or the receipt of a Restricted Stock Award, Stock Award or Performance Share Award under the Plan may, in the discretion of the Plan Administrator, elect to satisfy this withholding obligation, in whole or in part, by requesting that the Company withhold shares of stock otherwise issuable to the participant having a Fair Market Value on the date on which the amount of tax to be withheld is determined which does not exceed the amount of tax required to be withheld (based on the statutory minimum withholding rates for federal and state tax purposes, including payroll taxes); provided, however, that shares may be withheld by the Company only if such withheld shares have vested. Any fractional amount shall be paid to the Company by the participant in cash or shall be withheld from the participant’s next regular paycheck.

(d) An election by a participant to have shares of stock withheld to satisfy federal, state and local tax withholding requirements pursuant to Section 13(c) must be in writing and delivered to the Company prior to the date on which the amount of tax to be withheld is determined.

Section 14. Adjustment of Number and Price of Shares.

Any other provision of the Plan notwithstanding:

(a) If, through, or as a result of, any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, the Plan Administrator shall make an appropriate or proportionate adjustment in (i) the number of Stock Options, Stock Appreciation Rights and Performance Share Awards that can be granted to any one individual participant, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the price for each share subject to any then outstanding Stock Options, Stock Appreciation Rights and other purchase rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by

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the number of shares) as to which such Stock Options remain exercisable, and (iv) the number of shares which may be issued under the Plan but are not then subject to Awards. The adjustment by the Plan Administrator shall be final, binding and conclusive.

(b) If the outstanding shares of the Stock shall be changed in value by reason of any spin-off, split-off or split-up, or dividend in partial liquidation, dividend in property other than cash, or extraordinary distribution to shareholders of the Stock, (i) the Plan Administrator shall make any adjustments to any then outstanding Stock Option, Stock Appreciation Right, Restricted Stock Award, Performance Share Award or other stock Award which it determines are equitably required to prevent dilution or enlargement of the rights of participants which would otherwise result from any such transaction, and (ii) unless otherwise determined by the Plan Administrator in its discretion, any stock, securities, cash or other property distributed with respect to any shares of Restricted Stock held in escrow or for which any shares of Restricted Stock held in escrow shall be exchanged in any such transaction shall also be held by the Company in escrow and shall be subject to the same restrictions as are applicable to the shares of Restricted Stock in respect of which such stock, securities, cash or other property was distributed or exchanged.

(c) No adjustment or substitution provided for in this Section 14 shall require the Company to issue or to sell a fractional share under any Award agreement and the total adjustment or substitution with respect to each Award agreement shall be limited accordingly.

Section 15. Definition of Change of Control. For purposes of this Plan, “Change of Control” shall mean the occurrence of any of the following events:

(a) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Act) (a “Person”) (other than the Company, a Subsidiary or any of their respective benefit plans or affiliates [within the meaning of Rule 144 under the Securities Act of 1933, as amended]) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 30% or more of either (i) the then outstanding shares of Stock (the “Outstanding Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”); or

(b) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the Effective Date whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-l 1 of Regulation 14A promulgated under the Act); or

(c) Approval by the stockholders of the Company of a reorganization, merger or consolidation or similar form of corporate transaction, involving the Company or any of its Subsidiaries (a “Business Combination”), in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding

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Stock and Company Voting Securities immediately prior to such Business Combination do not, immediately following such Business Combination, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding Stock and Company Voting Securities, as the case may be; or

(d) (A) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or (B) sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Stock and Company Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Stock and Company Voting Securities, as the case may be, immediately prior to such sale or disposition.

Section 16. Consequences of a Change of Control.

(a) Upon a Change of Control, (i) each outstanding Option, SAR and Performance Share Award shall be assumed by the Acquiring Company (as defined below) or parent thereof or replaced with a comparable option or right to purchase or to be awarded shares of the capital stock, or equity equivalent instrument, of the Acquiring Company or parent thereof, or other comparable rights (such assumed and comparable options and rights, together, the “Replacement Options”), and (ii) each share of Restricted Stock shall be converted to a comparable restricted grant of capital stock, or equity equivalent instrument, of the Acquiring Corporation or parent thereof or other comparable restricted property (such assumed and comparable, restricted grants, together, the “Replacement Restricted Stock”); provided, however, that it the Acquiring Corporation or parent thereof does not agree to grant Replacement Options and Replacement Restricted Stock, then all outstanding Options and SARs which have been granted under the Plan and which are not exercisable as of the effective date of the Change of Control shall automatically accelerate and become exercisable immediately prior to the effective date of the Change of Control, and the Performance Period with respect to all Performance Share Awards shall end on the day prior to the effective date of the Change of Control and become payable to the extent the Performance Goals were achieved, and all restrictions and conditions on any Restricted Stock or other stock Award shall lapse upon the effective date of the Change of Control. The term “Acquiring Corporation” means the surviving, continuing, successor or purchasing corporation, as the case may be. The Board may determine, in its discretion, (but shall not be obligated to do so) that in lieu of the issuance of Replacement Options, all holders of outstanding Options and SARs which are exercisable immediately prior to a Change of Control (including those that become exercisable under this Section 16(a)) will be required to surrender them in exchange for a payment by the Company, in cash or Stock as determined by the Board, of an amount equal to the amount (if any) by which the per share value of Stock subject to unexercised Options or SARs (determined by the Board in good faith, based on the applicable price in the transaction giving rise to the Change

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of Control, and such other considerations as the Board deems appropriate) exceeds the exercise price of those Options or SARs (where Options and SARs are issued in tandem, such payment to be made only with respect to a single underlying share of Stock upon surrender of each tandem pair of Options and SARs), with such payment to take place as of the date of the Change of Control or such other date as the Board may prescribe.

(b) Any Options, SARs or Performance Share Awards that are not assumed or replaced by Replacement Options, exercised or cashed out prior to or concurrent with a Change of Control will terminate effective upon the Change of Control or at such other time as the Board deems appropriate.

(c) Notwithstanding anything in the Plan to the contrary, the Board’s (or the Plan Administrator’s, as applicable) determinations and interpretations with respect to Awards and treatment thereof, whether or not in connection with a Change of Control, need not be the same with respect to each participant or Award and may be made selectively among participants and/or Awards, whether or not such participants are similarly situated and whether or not such Awards are of the same or different type as other Awards and/or are held by the same participant or by multiple participants.

(d) Notwithstanding anything in the Plan to the contrary, in the event of a Change of Control, no action described in the Plan shall be taken (including, without limitation, actions described in subsections (a) and (b) above) if such actions would make the Change of Control ineligible for “pooling of interests” accounting treatment or would make the Change of Control ineligible for desired tax treatment if, in the absence of such actions, the Change of Control would qualify for such treatment and the Company intends to use such treatment with respect to such Change of Control.

Section 17. Amendment and Discontinuance. The Board of Directors may alter, amend, suspend or discontinue the Plan, provided that no such action shall deprive any person without such person’s consent of any rights theretofore granted pursuant hereto; provided further that no amendment of the Plan shall be made without shareholder approval (1) if the effect of the amendment is (a) to make any changes in the class of employees eligible to receive Incentive Stock Options under the Plan, (b) to increase the number of shares with respect to which Incentive Stock Options may be granted under the Plan or (2) if shareholder approval of the amendment is at the time required (i) by the rules of any stock exchange on which the Stock may then be listed or (ii) for Options, SARs and Performance Share Awards granted under the Plan to qualify as “performance based compensation” as then defined in the regulations under Section 162(m) of the Code.

Section 18. Compliance with Governmental Regulations. Notwithstanding any provision of the Plan or the terms of any agreement entered into pursuant to the Plan, the Company shall not be required to issue any shares hereunder prior to registration of the shares subject to the Plan under the Securities Act of 1933 or the Act, if such registration shall be necessary, or before compliance by the Company or any participant with any other provisions of either of those acts or of regulations or rulings of the Securities and Exchange Commission thereunder, or before compliance with other federal and state laws and regulations and rulings thereunder, including the rules any applicable exchange or of the NASDAQ Stock Market. The Company shall use its best efforts to effect such registrations and to comply with such laws, regulations and rulings forthwith upon advice by its counsel that any such registration or compliance is necessary. 14

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Section 19. Compliance with Section 16. With respect to persons subject to Section 16 of the Act by reason of their service with the Company or its Subsidiaries, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 (or any successor rule) and shall be construed to the fullest extent possible in a manner consistent with this intent. To the extent that any Award fails to so comply, it shall be deemed to be modified to the extent permitted by law and to the extent deemed advisable by the Plan Administrator in order to comply with Rule 16b-3.

Section 20. Participation by Foreign Nationals. The Plan Administrator may, in order to fulfill the purposes of the Plan and without amending the Plan, determine the terms and conditions applicable to Awards to foreign nationals or United States citizens employed abroad in a manner otherwise inconsistent with the Plan if it deems such terms and conditions necessary in order to recognize differences in local law or regulations, tax policies or customs.

Section 21. Termination of Plan. The Plan shall terminate on, and no Awards may be granted after, May 24, 2016, subject to earlier termination by the Board. Termination of the Plan shall not affect previous Awards under the Plan. Absent additional shareholder approval, no Performance Share Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be granted under the Plan subsequent to the Company’s annual meeting of stockholders in 2011.

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Exhibit 10.2

EXECUTION VERSION

April 24, 2015

[Name of Executive]

Re: Treatment of Equity Awards

Dear [Name]:

As you know, Cap Gemini S.A., a French société anonyme (“SA”), CapGemini North America, Inc., a Delaware corporation (“NA” and, together with SA, “Parent”), Laporte Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”) and a wholly owned subsidiary of NA, and iGate Corporation, a Pennsylvania corporation (the “Company”) are contemplating entering into a merger agreement (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and, as a result of which, the Company will become a wholly owned subsidiary of Parent.

In connection with the consummation of the Merger, the Company has determined to treat your outstanding Company Stock Options, Company Restricted Shares and Company Performance Share Awards (each, as defined in the Merger Agreement, and together, the “Equity Awards”) as set forth in the Merger Agreement, which provides that any theretofore unvested portion of such Equity Awards (as converted to cash awards in connection with the Merger) will vest in full upon certain terminations of your employment following the closing of the Merger, including a termination by you for Good Reason (as defined in the Merger Agreement).

In consideration of the foregoing, and in order to induce Parent to enter into the Merger Agreement and consummate the Merger, you hereby agree that, notwithstanding anything to the contrary in the definition of Good Reason, the consummation of the Merger and the related change in your duties will not, in and of itself, constitute Good Reason for purposes of accelerated vesting of your Equity Awards, notwithstanding that the Company will no longer be a publicly-traded company and will, instead, be a subsidiary of Parent.

Nothing contained in this letter agreement shall (i) be considered a waiver of any other compensation or benefits to which you may be entitled or a waiver of any of your rights with respect to the Equity Awards under circumstances different than those described herein with respect to the Merger (including, without limitation, your rights to terminate for Good Reason as a result of qualifying changes to the terms and conditions of your employment following the Merger other than as described in the previous paragraph) or (ii) affect your eligibility to participate or level of participation in any of the Company’s (or following the closing of the Merger Parent’s) other compensation or benefit plans.

Please indicate your agreement with the foregoing by signing this letter agreement below.

This letter agreement shall become effective upon the date hereof, but shall terminate and be null and void ab initio and of no force and effect if the Merger Agreement is terminated in accordance with its terms and the Merger is not consummated.

We appreciate your continued efforts on behalf of the Company.

[Signature Page Follows]


Sincerely,

iGate Corporation

By:
		Name:
		Title:

Acknowledged and agreed as of the date first above written:

Name:

[Signature Page to NEO Side Letter]

SCHEDULE OF MATERIAL DIFFERENCES TO EXHIBIT 10.2


		Name

		Ashok Vemuri

		Sujit Sircar

		Srinivas Kandula

		Derek Kemp

		Sanjay Tugnait

Exhibit 99.1

EXECUTION VERSION

VOTING AGREEMENT

VOTING AGREEMENT (this “Agreement”), dated as of April 25, 2015, is by and among Cap Gemini S.A., a French société anonyme (“SA”), Capgemini North America, Inc., a Delaware corporation (“NA” and, together with SA, “Parent”), Laporte Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”) and a wholly owned subsidiary of NA and the persons listed on Schedule I hereto (each a “Shareholder” and collectively, the “Shareholders”)

WHEREAS, concurrently with the execution of this Agreement, Parent, Merger Sub, and IGate Corporation, a Pennsylvania corporation (the “Company”), will enter into an Agreement and Plan of Merger, dated as of the date hereof, in the form attached hereto as Exhibit A and as may be amended from time to time in accordance with its terms (the “Merger Agreement”), which provides for the merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used herein without definition shall have the respective meanings ascribed to such terms in the Merger Agreement);

WHEREAS, each Shareholder and its respective affiliates are, as of the date hereof, the record and/or beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of the number of shares of Common Stock, par value $0.01 per share (the “Company Common Stock”), of the Company set forth opposite the name of such Shareholder on Schedule I hereto (together with any shares of Company Common Stock which such Shareholder may acquire at any time in the future during the term of this Agreement, the “Shares”); and

WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement and as an inducement and in consideration therefor, each Shareholder, severally and on its own account with respect to such Shareholder’s Shares and not jointly with the other Shareholders, has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

SECTION 1. Representations and Warranties of Shareholder. Each Shareholder hereby, severally and on its own account with respect to such Shareholder’s Shares and not jointly with the other Shareholders, represents and warrants , to Parent and Merger Sub as follows:

(a) Such Shareholder (i) is the record and/or beneficial owner of the shares of Company Common Stock set forth opposite such Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, such Shareholder does not hold or have any beneficial ownership interest in any other shares of Company Common Stock.

(b) Such Shareholder has the legal capacity or requisite entity power and authority, as the case may be, to execute and deliver this Agreement and to consummate the

transactions contemplated hereby. If such Shareholder is an entity, it is duly organized, validly existing and in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its formation, and has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement.

(c) This Agreement has been duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a legally valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (the “Bankruptcy and Equity Exception”)).

(d) Neither the execution and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder or such Shareholder’s assets are bound, except for any such violation, default or conflict which would not, individually or in the aggregate, prevent or materially delay the performance by such Shareholder of any of its obligations under this Agreement. Except as contemplated by the Merger Agreement, the consummation by such Shareholder of the transactions contemplated hereby will not (i) violate any provision of any law, order, settlement, judgment, injunction or decree applicable to such Shareholder, (ii) if such Shareholder is an entity, conflict with or violate such Shareholder’s organizational documents or (iii) require any consent, approval, or notice under any law applicable to such Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and/or (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Shareholder of any of its obligations under this Agreement.

(e) The Shares and the certificates, if any, representing the Shares owned beneficially and/or of record by such Shareholder are now, and at all times during the term hereof will be, held by such Shareholder or by a nominee or custodian for the benefit of such Shareholder or its clients, or by its clients (or the clients of one of its affiliates), free and clear of all encumbrances, claims, proxies, voting trusts or agreements, options, rights (other than community property interests, if any, applicable to an individual Shareholder), understandings or arrangements or any other liens or restrictions whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Liens”), except (i) or any applicable restrictions on transfer under applicable securities laws and (ii) for encumbrances created by this Agreement (“Permitted Liens”).

(f) Such Shareholder has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of such Shareholder’s Shares and except for Permitted Liens.

(g) As of the date hereof, there is no action pending or, to the knowledge of such Shareholder , threatened against such Shareholder at law or equity before or by any Governmental Entity that would reasonably be expected to impair or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Agreement.

(h) Such Shareholder has received and reviewed a substantially final draft of the Merger Agreement. Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

(i) No broker, investment bank, financial advisor or other Person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Shareholder in its capacity as such.

SECTION 2. Representations and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Shareholders as follows:

(a) Each of Parent and Merger Sub is an entity duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, and each of Parent and Merger Sub has all requisite entity power and authority to execute and deliver this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement and the Merger Agreement.

(b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming such agreements constitute legally valid and binding obligations of the other parties thereto, this Agreement and the Merger Agreement constitute the legally valid and binding obligations of each of Parent and Merger Sub, enforceable against each of them in accordance with their terms, except insofar as such enforceability may be limited by the Bankruptcy and Equity Exception, and subject to specific performance, injunctive relief and other equitable remedies.

SECTION 3. Transfer of the Shares; Other Legal Proceedings.

(a) Prior to the termination of this Agreement, except as otherwise expressly provided herein (including pursuant to this Section 3 or Section 4) or in the Merger Agreement, each Shareholder agrees that it shall not: (i) transfer, assign, sell, gift-over, tender, hedge, pledge or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of, enter into any derivative arrangement (including any short sale) with respect to, create or suffer to exist any Liens (other than Permitted Liens) on or consent to any of the foregoing (“Transfer”), any or all of such Shareholder’s Shares, or any right or interest therein; (ii) enter into any contract, swap, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of such Shareholder’s Shares with respect to any matter that is, or that is reasonably likely to be exercised in a manner, inconsistent with the provisions hereof; (iv) deposit any of such

Shareholder’s Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Shares; (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere with the performance of such Shareholder’s obligations hereunder or the transactions contemplated hereby, excluding any bankruptcy filing or (vi) commit to do any of the foregoing. Any action taken in violation of the foregoing sentence shall be null and void ab initio if any involuntary Transfer of any of such Shareholder’s Shares shall occur (including, but not limited to, a sale by such Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Upon the request of Parent and at Parent’s expense (including any reasonable legal fees or expenses incurred by Shareholder), each Shareholder shall surrender or cause to be surrendered to the Company any share certificates representing such Shareholder’s Shares for imposition of a legend referencing these restrictions on transfer and the fact that such Shareholder’s Shares are subject to a voting agreement in accordance with Section 1529(f) of the PBCL.

(b) Each Shareholder agrees that it shall not become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) with respect to any shares of Company Common Stock or Company Restricted Shares or any other voting securities of the Company for the purpose of opposing or competing with or knowingly taking any actions inconsistent with the transactions contemplated by the Merger Agreement, provided, however, this Section 3(b) shall not apply if this Agreement shall have been terminated in accordance with Section 7.

(c) Notwithstanding the foregoing, each Shareholder may make (i) Transfers of Shares (A) to any Affiliate, (B) by will or by operation of law or other Transfers to immediate family members, trusts for the benefit of such Shareholder or any immediate family member of Shareholder or other Transfers for estate planning purposes, or upon the death of such Shareholder, or (C) in connection with bona fide gifts to charitable organizations or other gift Transfers, in which each case described in clauses (A), (B) and/or (C) above, any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, and (ii) with respect to such Shareholder’s Company Restricted Shares (A) that vest on or prior to the Outside Date, Transfers of Shares to the Company in order to satisfy required withholding taxes applicable upon the vesting of such Company Restricted Shares or (B) that are forfeited on or prior to the Outside Date, Transfers of Shares to the Company in connection with such forfeiture, and (iii) other Transfers of Shares as Parent may otherwise agree in writing in its sole discretion.

(d) EACH SHAREHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS PARENT AND ANY DESIGNEE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION AND RESTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH SHAREHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF SHAREHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH

RESPECT TO THE VOTING SHARES OWNED OR HELD BY SUCH SHAREHOLDER SOLELY WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 4(a) HEREOF DURING THE VOTING PERIOD, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 3(d) BY EACH SHAREHOLDER IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND SHALL BE IRREVOCABLE UNTIL THE EARLIER TO OCCUR OF (I) THE EFFECTIVE TIME AND (II) SUCH DATE AND TIME AS THIS AGREEMENT SHALL BE VALIDLY TERMINATED PURSUANT TO SECTION 7 HEREOF. EACH SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE VOTING SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 4(a) HEREOF, AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH SHAREHOLDER. PARENT MAY TERMINATE THIS PROXY WITH RESPECT TO ANY SHAREHOLDER AT ANY TIME AT ITS SOLE ELECTION BY WRITTEN NOTICE PROVIDED TO SUCH SHAREHOLDER. THE PROXY GRANTED BY EACH SHAREHOLDER SHALL BE AUTOMATICALLY REVOKED UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. EACH SHAREHOLDER AGREES THAT IMMEDIATELY AFTER EXECUTION OF THIS AGREEMENT, AN EXECUTED COPY OF THIS AGREEMENT SHALL BE FILED WITH THE SECRETARY OF THE COMPANY.

SECTION 4. Voting of Shares.

(a) Until the termination of this Agreement in accordance with its terms, at every meeting of shareholders of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, each Shareholder shall, or shall cause the holder of record of such Shareholder’s Shares on any applicable record date to, (i) appear at each such meeting or otherwise cause all of such Shareholder’s Shares entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted all of such Shareholder’s Shares entitled to vote at each such meeting or give written consent or cause written consent to be given for all such Shares entitled to act by written consent (A) in favor of the adoption of the Merger Agreement and/or (B) against (x) any action or agreement that is in opposition to the Merger or that would reasonably be expected to impede, interfere with or prevent the Merger, including, but not limited to, any reorganization involving the Company or any Company Subsidiary, (y) any Company Takeover Proposal and any action in furtherance of any Company Takeover Proposal and (z) any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder under this Agreement.

(b) The obligations set forth in this Section 4 shall apply to each Shareholder unless and until the earliest to occur of the termination of this Agreement or as otherwise provided pursuant to Section 7.

(c) Each Shareholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Shareholder may have, (ii) agrees not to, and will not permit any of its affiliates to, solicit proxies or become a participant in a solicitation of proxies for any Company Takeover Proposal, (iii) agrees not to assist any Person, entity or group in taking or planning action that would compete with, restrain or otherwise serve to interfere with or inhibit Parent in connection with the Merger and (iv) agrees not to solicit, initiate, knowingly encourage or knowingly facilitate a Shareholders’ vote with respect to any Company Takeover Proposal. In addition, each Shareholder hereby agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective representatives or successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement or (z) based on their status as shareholders of the Company relating to the negotiation, execution or delivery of the Written Consent or the Merger Agreement or the consummation of (but not the failure to consummate) the Merger and the other transactions contemplated by the Merger Agreement, and to take all necessary steps to affirmatively waive and release any right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by Parent in writing. For the avoidance of doubt, none of the Shareholders waive, release or discharge any claims relating to the right to receive the Merger Consideration under the Merger Agreement.

(d) Subject to the proxy granted under Section 3(d) above, each Shareholder shall retain at all times the right to vote such Shareholder’s Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters other than those set forth in Section 4(a) that are at any time or from time to time presented for consideration to the Company’s shareholders generally.

(e) Notwithstanding anything in this Agreement, in the event that a vote of the shareholders of the Company is required to effect an amendment to the Merger Agreement that (i) reduces the amount, changes the form, or imposes any material restrictions or additional conditions on the receipt, of consideration payable in respect of each share of Company Common Stock in the Merger or (ii) is otherwise adverse to the holders of shares of Company Common Stock in such capacity, the provisions of this Agreement will not apply with respect to the Shareholders’ vote of such Shareholder’s Shares with respect to such vote to amend the Merger Agreement.

SECTION 5. Directors and Officers. This Agreement shall apply to each Shareholder solely in such Shareholder’s capacity as the beneficial owner and/or holder of record of Company Common Stock, Company Restricted Shares and/or other equity interests in the Company and not in such Shareholder’s capacity as a director, officer or employee of the Company or any Company Subsidiary or in such Shareholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing

herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer, and no action taken solely in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement.

SECTION 6. Further Assurances. Each party shall execute and deliver any additional documents and take such further actions as may be reasonably necessary or desirable to carry out all of the provisions hereof, including all of the parties’ obligations under this Agreement.

SECTION 7. Termination.

(a) This Agreement, and all rights and obligations of the parties hereunder, shall terminate immediately and automatically with respect to a Shareholder upon the earliest to occur of the following:

(i) the termination of the Merger Agreement in accordance with its terms;

(ii) the Effective Time;

(iii) any change to the terms of the Transactions without the prior written consent of such Shareholder; or

(iv) the mutual written consent of Parent and such Shareholder.

(b) Upon termination of this Agreement, all obligations of the parties under this Agreement will terminate and any proxies granted hereunder shall be deemed automatically revoked, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Agreement shall not relieve any party from liability arising from any Willful and Material Breach (as applied to this Agreement) prior to such termination.

SECTION 8. Public Announcements. Each Shareholder agrees that any public announcements by such Shareholder relating to the transactions contemplated by this Agreement and the Merger Agreement will solely be made in such Shareholder’s capacity as a director or officer of the Company, and any such public announcement shall be governed by the terms and conditions of the Merger Agreement, subject to such Shareholder’s ability to comply with required disclosures relating to this Agreement under applicable securities laws. Each Shareholder (i) consents to and authorizes the publication and disclosure by Parent and its affiliates of Shareholder’s identity and holding of the Shares and the nature of Shareholder’s commitments and obligations under this Agreement in any announcement or disclosure required

by Law in connection with the Transactions or the transactions contemplated by this Agreement, and (ii) agrees promptly to give to Parent any information it may reasonably require for the preparation of any such disclosure.

SECTION 9. Adjustments. In the event (a) of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company on, of or affecting the Shares or (b) that a Shareholder shall become the beneficial and/or record owner of any additional shares of Company Common Stock after the date of this Agreement, then the terms of this Agreement shall apply to the shares of Company Common Stock owned beneficially and/or of record by such Shareholder immediately following the effectiveness of the events described in clause (a) or such Shareholder’s becoming the beneficial owner thereof as described in clause (b), as though, in either case, they were Shares hereunder. In the event that a Shareholder shall become the beneficial owner of any other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 4, then the terms of Section 4 shall apply to such other securities as though they were Shares hereunder.

SECTION 10. Miscellaneous.

(a) Notices. All notices, requests, claims, demands or other communications required or permitted under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent via electronic mail (receipt confirmed) or sent by a nationally recognized overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Shareholder, to the address set forth for such party on Schedule I

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention:

Sarkis Jebejian, P.C.

Srinivas Kaushik

David Feirstein

Email:

sarkis.jebejian@kirkland.com

skaushik@kirkland.com

david.feirstein@kirkland.com

and

Pepper Hamilton LLP

Suite 5000, 500 Grant Street

Pittsburgh, PA 15219

Attention:

James Barnes

Valerie Demont

John Duke

Email:

barnesj@pepperlaw.com

demontv@pepperlaw.com

dukej@pepperlaw.com

If to Parent or Merger Sub, to:

Cap Gemini S.A.

Place de l’Etoile

11, rue de Tilsitt

75017 Paris, France

Attention:

Isabelle Roux-Chenu, Group General Counsel

Pierre-Yves Cros, Chief Development Officer

Email:

isabelle.roux-chenu@capgemini.com

pierre-yves.cros@capgemini.com

and

Capgemini North America, Inc.

623 Fifth Avenue, 33rd Floor

New York, NY 10022

Attention:

Michael Chayet, General Counsel North America

Robert Cowell, Director of Tax - U.S.

Email:

michael.chayet@capgemini.com

robert.cowell@capgemini.com

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attention:

Howard L. Ellin

C. Michael Chitwood

Email:

Howard.Ellin@skadden.com

Michael.Chitwood@skadden.com

and

Skadden, Arps, Slate, Meagher & Flom LLP

68, rue du Faubourg

Saint-Honoré 75008

Attention:

Armand W. Grumberg

Arash Attar-Rezvani

Email:

armand.grumberg@skadden.com

arash.attar@skadden.com

(b) Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) Counterparts. This Agreement may be executed by PDF and in counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

(d) Entire Agreement, No Third-Party Beneficiaries. This Agreement, together with the other documents and certificates delivered pursuant hereto, (i) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever, other than the Company which is an express third-party beneficiary of Section 4(c) of this Agreement.

(e) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

(f) Specific Enforcement; Jurisdiction. (i) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 10(f)(ii), without proof of damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement.

(ii) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania (and, to the extent the United States District Court for the Eastern District of Pennsylvania does not have subject matter jurisdiction, the jurisdiction of the courts of the Commonwealth of Pennsylvania in Philadelphia County) (the “Chosen Courts”), for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration,

performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Chosen Courts. Each of the parties hereto (1) consents to submit itself to the personal jurisdiction of the Chosen Courts in the event any Proceeding arises out of this Agreement, (2) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (3) irrevocably consents to the service of process in any Proceeding arising out of or relating to this Agreement at the address set forth in Section 10(a) and (4) agrees that it will not bring any Proceeding relating to this Agreement in any court other than the Chosen Courts. The parties hereto agree that a final trial court judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

(g) Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Proceeding arising out of this Agreement.

(h) Assignment; Binding Nature. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, except that Parent and Merger Sub may assign, in their sole discretion and without the consent of any other party, any or all of their rights, interests and obligations hereunder to each other or to one or more direct or indirect wholly-owned subsidiaries of Parent, and any such assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional direct or indirect wholly-owned subsidiaries of Parent, in each case to which it assigns its obligations under the Merger Agreement; provided, that no such assignment shall relieve the assigning party of any of their respective obligations under this Agreement. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 10(h).

(i) Severability of Provisions. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in a mutually acceptable manner so that the transactions contemplated by this Agreement are fulfilled to the greatest extent possible.

(j) Shareholder Obligation Several and Not Joint. The obligations of each Shareholder hereunder shall be several and not joint, and no Shareholder shall be liable for any breach of the terms of this Agreement by any other Shareholder.

(k) Amendment. No amendment or modification of this Agreement shall be effective unless it shall be in writing and signed by each of the parties hereto, and no waiver or consent hereunder shall be effective against any party unless it shall be in writing and signed by such party.

(l) Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

(m) No Ownership Interest. Except as otherwise specifically provided herein, nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to all of the Shares shall remain vested in and belong to the applicable Shareholders and neither Parent nor Merger Sub shall have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct such Person in the voting of any of the Shares (except as otherwise specifically provided herein) or in the performance of any Shareholder’s duties or responsibilities as a shareholder of the Company.

(n) Interpretation. The words “hereof,” “herein,” “hereby,” “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph and schedule references are to the articles, sections, paragraphs and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words describing the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words denoting natural persons shall include all Persons and vice versa. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York City, unless otherwise specified. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, Parent, Merger Sub and each Shareholder listed on Schedule I hereto have caused this Agreement to be duly executed and delivered as of the date first written above.


CAP GEMINI S.A.

By:		/s/ Lanny Cohen
		Name: Lanny Cohen
		Title: Authorized Signatory

CAPGEMINI NORTH AMERICA, INC.

By:		/s/ Lanny Cohen
		Name: Lanny Cohen
		Title: Authorized Signatory

LAPORTE MERGER SUB, INC.

By:		/s/ Thierry Delaponte
		Name: Thierry Delaponte
		Title: Authorized Signatory

[Signature Page to Voting Agreement]


VISCARIA LIMITED

By:		/s/ Vivesh Pillay
		Name: Vivesh Pillay
		Title: Director

ASHOK TRIVEDI

By:		/s/ Ashok Trivedi
		Name: Ashok Trivedi

SUNIL WADHWANI

By:		/s/ Sunil Wadhwani
		Name: Sunil Wadhwani

THE ASHOK AND ANJANA TRIVEDI FAMILY FOUNDATION

By:		/s/ Ashok Trivedi
		Name: Ashok Trivedi
		Title: President

ASHOK AND ANJANA TRIVEDI CHARITABLE REMAINDER UNITRUST

By:		/s/ Ashok Trivedi
		Name: Ashok Trivedi
		Title: Trustee

[Signature Page to the Voting Agreement]


SUNIL AND NITA WADHWANI FAMILY FOUNDATION

By:		/s/ Sunil Wadhwani
		Name: Sunil Wadhwani
		Title: President

SUNIL AND NITA WADHWANI CHARITABLE REMAINDER UNITRUST

By:		/s/ Nita Wadhwani
		Name: Nita Wadhwani
		Title: Trustee

By:		/s/ Sunil Wadhwani
		Name: Sunil Wadhwani
		Title: Trustee

TRIVEDI FAMILY QUALIFIED SUBCHAPTER “S” TRUST

By:		/s/ Arun Nayar
		Name: Arun Nayar
		Title: Trustee

By:		/s/ Ashok Trivedi
		Name: Ashok Trivedi
		Title: Trustee

[Signature Page to the Voting Agreement]


WADHWANI PARTNERS NO. 1 L.P.

By:		/s/ Romesh Wadhwani
		Name: Romesh Wadhwani
		Title: Trustee of Fund A f/b/o Rohan
		Wadhwani
		Created under the Trust Agreement creating the Wadhwani Family Qualified Subchapter “S” Trust dated June 15, 1993

By:		/s/ Romesh Wadhwani
		Name: Romesh Wadhwani
		Title: Trustee of Fund B f/b/o Rohan
		Wadhwani
		Created under the Trust Agreement creating the Wadhwani Family Qualified Subchapter “S” Trust dated June 15, 1993

WADHWANI PARTNERS NO. 2 L.P.

By:		/s/ Romesh Wadhwani
		Name: Romesh Wadhwani
		Title: Trustee of The Shalina
		Wadhwani Trust created under the
		Trust Agreement dated December 20, 1991

By:		/s/ Romesh Wadhwani
		Name: Romesh Wadhwani
		Title: Trustee of The Rohan
		Wadhwani Trust created under the
		Trust Agreement dated December 20, 1991

[Signature Page to the Voting Agreement]

SCHEDULE I


Shareholders	Company Common Stock		Restricted Shares
Viscaria Limited		23,384,095		0
Ashok Trivedi		8,002,832		0
Sunil Wadhwani		7,997,625		0
Trivedi Family Qualified Subchapter “S” Trust		1,356,343		0
Wadhwani Partners No. 1 L.P.		1,027,500		0
Sunil and Nita Wadhwani Family Foundation		682,126		0
Ashok and Anjana Trivedi Charitable Remainder Unitrust		600,000		0
Sunil and Nita Wadhwani Charitable Remainder Unitrust		480,000		0
The Ashok and Anjana Trivedi Family Foundation		400,000		0
Wadhwani Partners No. 2 L.P.		60,124		0

[Schedule I to Support Agreement]

EXHIBIT A

Form of Merger Agreement

[Exhibit A to Support Agreement]

Exhibit 99.2

Investor Relations:

Capgemini:

Vincent Biraud

Tel.: + 33 1 47 54 50 87

IGATE:

Salil Ravindran

Tel.: + 1 510 298 8400

Press Relations:

Capgemini:

Christel Lerouge

Tel.: +33 1 47 54 50 71

IGATE:

Srinivas Kandula

Tel.: +1 510 754 8995

Capgemini to acquire IGATE

North America becomes the largest region of the Group with this major acquisition

•

North America to represent 30% of the Group’s estimated combined revenues of €12.5bn in 2015

•

Enhances Capgemini’s competitiveness across all regions and broadens its offerings in key verticals

•

Global delivery centers headcount to cross the 100,000 employees mark in 2015 competing on par with the best industry leaders

•

Provides a global reach and a wider offering portfolio for IGATE’s clients and new perspectives for its employees

•

Strengthens the economic model of the Group through revenue synergies and efficiency gains

•

Financially attractive: normalized EPS accretion of at least 12% in 2016 and 16% in 2017

Paris and Bridgewater, New Jersey, April 27^th 2015 – Capgemini and IGATE today announced that they have entered into a definitive merger agreement under which Capgemini will acquire IGATE for a cash consideration of $48 per share. The transaction will amount to $4.0 billion and is expected to be immediately accretive to Capgemini’s normalized Earnings Per Share (EPS)¹. The merger agreement has been approved unanimously by both Capgemini’s and IGATE’s Board of Directors. The transaction has also been approved by the written consent of shareholders holding a majority of IGATE’s shares.

IGATE is a prominent US-listed technology and services company headquartered in New Jersey with 2014 revenues of $1.3 billion, double-digit growth and a 19% operating margin². North America is IGATE’s largest market representing 79% of revenues in 2014 followed by Europe (14%) and Asia-Pacific (7%). IGATE strengthens Capgemini’s key businesses in application and infrastructure services as well as BPO and engineering services. Moreover, the transaction enriches Capgemini’s portfolio with new flagship clients such as General Electric and Royal Bank of Canada.

This transaction would lead to a group with an estimated combined revenue of €12.5 billion in 2015, an operating margin above 10% and around 190,000 employees. The combined Group will pass the 100,000 employees landmark in its Rightshore^® delivery centers in 2015.

¹	Adjusted for the impact of restructuring costs and amortization of intangible assets acquired through business combinations net of tax

²	Operating margin excluding share based compensation charge of $17M

This transaction fulfills one of the essential components of Capgemini’s strategy in expanding its presence in the North American market.

Scaling up in North America

Growing its presence in North America, by far the largest and most innovative technology and services market in the world, is at the top of the Group’s strategic agenda. The combination of IGATE and Capgemini increases the Group’s revenues in the region by 33% to an estimated $4 billion, making North America its first market with approximately 30% of the pro-forma combined revenues in 2015. An estimated 50,000 employees will be servicing Capgemini’s North American clients.

Reinforcing sector expertise notably in financial services

With its established position in the financial services sector (42% of revenues), IGATE brings an attractive portfolio of major clients complementary to those of Capgemini. This transaction also reinforces Capgemini’s position in the retail, manufacturing and healthcare sectors, and prompts a faster transition to platform-based solutions.

Enlarging capabilities and offering portfolio

In addition to its experience in applications services, IGATE has complementary capabilities in Infrastructure services (3,000 FTEs), Vertical BPO (3,500 FTEs) and Engineering services (3,500 FTEs). Moreover, its intellectual property offerings such as IDMS in analytics present a high growth and margin potential.

Enhancing the Group’s competitiveness

The transaction broadens Capgemini’s industrialized delivery model globally increasing the Group’s competitiveness in all regions. Capgemini will leverage IGATE know-how to accelerate the “People supply chain” transformation.

Strengthening the economic model

The combination of IGATE and Capgemini provides cross selling revenue synergies of $100-150M and annual efficiency gains estimated at $75-105M to be achieved within 3 years.

Straightforward integration

Building on both companies previous experiences of integrating acquisitions and a strong cultural fit, the integration is expected to be smooth. The new organization will be in place within 3 months of closing and the integration is expected to be completed within 9 months.

Financially compelling transaction

In addition to attractive synergies and a favorable financing environment, the transaction will accelerate the use of Capgemini’s tax loss carry forward in North America, resulting in an accretion to normalized EPS of at least +12% in 2016 and +16% in 2017.

Paul Hermelin, Chairman and CEO of Capgemini, said: “I am very pleased to announce a very important transaction in Capgemini’s history. IGATE is a leading company that perfectly fits our strategic ambition. It will give us a new status on the American market, and take further our industrialization journey to offer ever more competitive services to our clients. This will also give to the Group’s Indian operations a new scale, allowing us to compete on par with the best US-based and Indian-based companies. I am glad to welcome new talents and leaders to our Group, who share our convictions and professional culture.”

Ashok Trivedi, Co-Founder and Co-Chairman of IGATE said: “We are pleased to have found a great partner for the business and are confident that our employees and customers will benefit from the enhanced service offerings and resources available to them at Capgemini.”

Sunil Wadhwani, Co-Founder and Co-Chairman of IGATE said: “We are gratified that the company we founded over 25 years ago has developed into a global enterprise with over 30,000 employees, a trusted partner to over 250 clients, a market value of over $4 billion, and one of the most respected brands in the IT industry.”

Ashok Vemuri, CEO of IGATE said: “In Capgemini, we have found a partner that will advance our ability to innovate and build industry solutions that will enhance the value proposition we bring to our clients. In addition, this powerful combination will provide exciting opportunities for our employees to expand their capabilities.”

Transaction highlights

The contemplated transaction will consist in a one-step cash merger between IGATE Corporation and a subsidiary of Capgemini North America Inc. The merger has been approved by the written consent of IGATE Corporation shareholders representing approximately 54% of the capital (subject to a 30-day fiduciary out period during which IGATE Corporation could accept a superior proposal).

The merger is subject to the customary closing conditions, including regulatory approvals. The transaction is expected to close in the second half of 2015.

This transaction will be financed through a combination of:

•

own cash

•

equity portion translating into a dilution not to exceed 6% of Capgemini share capital

•

straight debt for the remaining portion.

About IGATE

IGATE is a global leader in providing integrated technology and operations-based solutions, headquartered in Bridgewater, New Jersey. As a trusted partner to corporations in North America, Europe and Asia Pacific, IGATE provides solutions to clients’ business challenges by leveraging its technology and process capabilities, underwritten by an understanding of domain and industry imperatives. With revenues of US$ 1.3 billion, and a global employee talent capital of over 33,000, IGATE offers productized applications and platforms that provide the necessary competitive and innovation edge to clients across industries, through a combination of speed, agility and imagination. IGATE is listed on NASDAQ under the symbol IGTE.

More information on: www.igate.com

About Capgemini

With more than 145,000 people in over 40 countries, Capgemini is one of the world’s foremost providers of consulting, technology and outsourcing services. The Group reported 2014 global revenues of EUR 10.573 billion. Together with its clients, Capgemini creates and delivers business and technology solutions that fit their needs and drive the results they want. A deeply multicultural organization, Capgemini has developed its own way of working, the Collaborative Business ExperienceTM, and draws on Rightshore^®, its worldwide delivery model.

Learn more about us at www.capgemini.com

Rightshore^® is a trademark belonging to Capgemini

ANALYST INVESTOR CALL: 8:00 CET (PARIS)

Participant to call the dial-in:

Standard International: +44 (0) 1452 589509

Toll-free local UK: 0800 694 5723

Toll-free local FRANCE: 0805 11 09 81

Toll-free local US: 1 866 434 1115

Participant Conference ID to be provided: 36490546

Replay

Dial In Numbers:

Standard International: +44 (0) 1452 550000

Toll-free local UK: 0800 953 1533

Local FRANCE: 0805 11 13 37

Local US: 1 866 247 4222

NORTH AMERICA ANALYST INVESTOR CALL 14:00 CET (PARIS)

Participant to call the dial-in:

Standard International: +44 (0) 1452 589509

Toll-free local UK: 0800 694 5723

Toll-free local FRANCE: 0805 11 09 81

Toll-free local US: 1 866 434 1115

Participant Conference ID to be provided: 36538501

Replay

Dial In Numbers:

Standard International: +44 (0) 1452 550000

Toll-free local UK: 0800 953 1533

Local FRANCE: 0805 11 13 37

Local US: 1 866 247 4222

Dedicated calls and conferences for media and market analysts are also organized.

Cautionary Statement Regarding Forward-Looking Statements

This report and IGATE’s other public pronouncements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by the words “will,”, “intends”, “expects,” “anticipates,”, “estimates”, “predicts”, “believes,” “estimates”, “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets” or similar expressions and include IGATE’s expectations as to future revenue growth, earnings, capital expenditures and other spending, dividend policy, and planned credit rating, as well as anticipated reductions in spending. These forward-looking statements reflect management’s current views and assumptions regarding future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond IGATE’s control, and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results or events to differ from such statements include, but are not limited to:

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement,

•

the failure to receive, on a timely basis or otherwise, the required approvals by government or regulatory agencies,

•

the risk that a closing condition to the proposed Merger may not be satisfied,

•

the ability of IGATE to retain and hire key personnel and maintain relationship with customers, suppliers and other business partners pending the consummation of the proposed Merger, and

•

other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in IGATE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on February 9, 2015, as well as the Information Statement to be filed by IGATE.

These forward-looking statements speak only as of their dates. Neither IGATE nor Capgemini undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

This communication is being made in respect of the proposed Merger involving IGATE and Capgemini. IGATE will prepare an information statement for its stockholders containing the information with respect to the Merger specified in Schedule 14C promulgated under the Exchange Act and describing the proposed Merger. When completed, a definitive information statement will be mailed to IGATE’s stockholders. IGATE and Capgemini may be filing other documents with the SEC as well. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website, http://www.sec.gov or through our investor relations website at www.igate.com or from IGATE by directing a request by mail or telephone to 100 Somerset Corporate Blvd, Bridgewater, NJ 08807, Attention: Investor Relations, or (510) 896-3007.

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