-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GVPXlgNlexzmMnRr6VUZod7Qvsd5Mes7hp0fuLDjVgDALaRrieABJPhdjdWAT/PV mUgxy+QthKmSUYQYWI49Rw== 0000903423-08-000288.txt : 20080328 0000903423-08-000288.hdr.sgml : 20080328 20080328160602 ACCESSION NUMBER: 0000903423-08-000288 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 GROUP MEMBERS: CITICORP BANKING CORPORATION GROUP MEMBERS: CITICORP INTERNATIONAL FINANCE CORPORATION GROUP MEMBERS: CITIGROUP VENTURE CAPITAL INTERNATIONAL DELAWARE CORPORATION GROUP MEMBERS: CITIGROUP VENTURE CAPITAL INTERNATIONAL INVESTMENT G.P. LTD. GROUP MEMBERS: CVCIGP II JERSEY INVESTMENT L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NESS TECHNOLOGIES INC CENTRAL INDEX KEY: 0001089638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 980346908 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80274 FILM NUMBER: 08719429 BUSINESS ADDRESS: STREET 1: NESS BLDG 4 PO BOX 58182 STREET 2: KIRYATATIDIM CITY: TELAVIV ISRAEL STATE: L3 ZIP: 61580 BUSINESS PHONE: 0119723766800 MAIL ADDRESS: STREET 1: NESS BLDG 4 PO BOX 58182 STREET 2: KIRYATATIDIM CITY: TELAVIV ISRAEL STATE: L3 ZIP: 61580 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D 1 citi-13d_0320.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Ness Technologies, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

64104X 10 8

(CUSIP Number)

Ajit Bhushan

Citi Venture Capital International

8^th Floor

33 Cavendish Square

London, W1G OPW

United Kingdom

Telephone: +44(0) 207-508-1330

Copies to:

Jeffrey S. Lewis, Esq. / Ethan A. Klingsberg, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Telephone: (212) 225-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 18, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CVCIGP II Jersey Investment L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON PN

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Venture Capital International Investment G.P. Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Jersey Island
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON OO

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Venture Capital International Delaware Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON CO

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citicorp International Finance Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON CO

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citicorp Banking Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON CO

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) x
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,784*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,784*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,784*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON HC

* Includes 117 shares of common stock directly beneficially owned by a subsidiary of Citigroup Inc.

Item 1.

Security and Issuer

This Schedule 13D (this “Statement”) relates to the shares (the “Shares”) of common stock, $0.01 par value (“Common Stock”), of Ness Technologies, Inc., a Delaware corporation (“Ness”). The principal executive office of Ness is located at Atidium High-Tech Industrial Park Building, Tel Aviv 61580, Israel.

Item 2.

Identity and Background

This Statement is being filed by CVCIGP II Jersey Investment L.P. (“CVCIGP II Jersey”), Citigroup Venture Capital International Investment G.P. Limited (“CVCI GP”), Citigroup Venture Capital International Delaware Corporation (“CVCID”), Citicorp International Finance Corporation (“CIFC”), Citicorp Banking Corporation (“CBC”) and Citigroup Inc. (“Citigroup” and together with CVCIGP II Jersey, CVCI GP, CVCID, CIFC and CBC, collectively, the “Reporting Persons”).

CVCIGP II Jersey, a Delaware limited partnership, is principally engaged in the business of investing in equity interests of Ness. The principal address of CVCIGP II Jersey is c/o CVCI Investment GP Limited, 26 New Street, St. Helier, Jersey, Channel Islands, JE4 8PP.

CVCI GP, a Jersey Islands company, is the sole general partner of CVCIGP II Jersey. CVCI GP is principally engaged in the business of investing in equity, debt, derivatives and other securities and assets. The principal address of CVCI GP is 26 New Street, St. Helier, Jersey, Channel Islands, JE4 8PP.

CVCID, a Delaware corporation, owns all of the outstanding equity interests of CVCI GP. CVCID is principally engaged in the business of investing in equity, debt, derivatives and other securities and assets. The principal address of CVCID is One Penn’s Way, New Castle, Delaware 19720.

CIFC, a Delaware corporation, owns all of the outstanding equity interests of CVCID. CIFC is a company principally engaged in merchant banking investment activities. The principal address of CIFC is One Penn’s Way, New Castle, Delaware 19720.

CBC, a Delaware corporation, owns all of the outstanding equity interests of CIFC. CBC is a holding company principally engaged, through its subsidiaries, in the general financial services business. The principal address of CBC is One Penn’s Way, New Castle, Delaware 19720.

Citigroup, a Delaware corporation, owns all of the outstanding equity interests of CBC. Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers worldwide. The principal business address of Citigroup is 399 Park Avenue, New York, New York 10043.

Schedule A, attached hereto, sets forth the names of the directors and executive officers of Citigroup and their respective occupations and citizenship.

Other than as described in Schedule B, during the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, none of the persons listed on Schedule A, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations of such laws.

The information set forth in Schedule A and Schedule B is incorporated herein by reference.

Item 3.

Source and Amount of Funds or Other Consideration

The total amount of funds required by CVCIGP II Jersey to acquire the Shares pursuant to the Purchase Agreements (as defined and described in the response to Item 4) was $36,210,903.30 (the “Purchase Price”). CVCIGP II Jersey obtained the Purchase Price through a capital contribution from its limited partners.

Item 4.

Purpose of Transaction.

On March 18, 2008, CVCIGP II Jersey entered into a securities purchase agreement with Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Ventures, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. (collectively, “Warburg Pincus”) and, for purposes of Section 4.02 thereof only, Dr. Henry Kressel, pursuant to which CVCIGP II Jersey acquired 3,232,667 Shares at a price of $9.90 per Share (the “Warburg Purchase Agreement”). The Warburg Purchase Agreement was amended on March 28, 2008. Also on March 18, 2008, CVCIGP II Jersey entered into a securities purchase agreement with the Morris Wolfson Family Limited Partnership, Aaron Wolfson and Abraham Wolfson (collectively, “Wolfson”) pursuant to which CVCIGP II Jersey acquired 425,000 Shares at a price of $9.90 per Share (the &# 147;Wolfson Purchase Agreement” and, together with the Warburg Purchase Agreement, as amended, the “Purchase Agreements”).

Pursuant to the Purchase Agreements, Warburg Pincus and Wolfson also agreed to assign to CVCIGP II Jersey registration rights covering substantially all of the Shares acquired by CVCIGP II Jersey that had been granted under the Second Amended and Restated Registration Rights Agreement, dated as of June 20, 2003, among Ness and the other signatories thereto, as amended by the First Amendment to the Second Amended and Restated Registration Rights Agreement, dated as of September 2, 2004 (as amended, the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, CVCIGP II Jersey has the right to demand that Ness file a registration statement covering the offer and sale of all or a portion of the Shares for which registration rights have been assigned so long as the Shares to be offered for sale have an anticipated public offering price of at least $15.0 million. If Ness is eligible to file a registration statement on Form S-3, CVCIGP II Jersey has the right to demand that Ness file a registration statement on Form S-3 or similar short-form registration statement, once in any six-month period, so long as the value of the securities to be registered is at least $5.0 million. Ness has the ability to delay the filing of a registration statement under specified conditions, such as

for a period of time following the effective date of a prior registration statement or during the period in which such disclosure would be seriously detrimental to Ness.

If Ness registers the sale of any of its securities under the Securities Act of 1933, as amended, either for its own account or for the account of other stockholders exercising their registration rights, CVCIGP II Jersey will have the right to include the Shares acquired from Warburg and Wolfson in any subsequent registration statement filed by Ness. The underwriters of any underwritten offering will have the right to limit the number of shares of common stock having registration rights to be included in the registration statement.

Copies of the Purchase Agreements and the Registration Rights Agreement are filed herewith as exhibits and incorporated herein by reference, and any description herein of the agreements is qualified in its entirety by reference to the agreements.

The Reporting Persons acquired and hold the Shares for investment purposes.

The Reporting Persons review their investment in Ness on a continuous basis in light of numerous factors, including Ness’s and the Reporting Persons’ respective financial conditions and operating results and general market and industry conditions, and from time to time engage and consult with advisors to assist with this effort. In addition, the Reporting Persons engage in confidential discussions with officers and directors of Ness from time to time to explore strategic alternatives relating to the Shares and Ness. The alternatives covered in such review and/or discussions range from the divestiture of Shares to the acquisition of additional Shares from third parties or directly from Ness to the acquisition of all of or a controlling interest in the equity of Ness. Based on such reviews and discussions, the Reporting Persons may, without notice, pursue different strategic alternatives relating to the Shares and Ness.

The Reporting Persons are currently contemplating the purchase of additional Shares in the open market. Such purchases would be made subject to regulatory restrictions and numerous other factors, including Ness’s and the Reporting Persons’ respective financial conditions and operating results and general market and industry conditions.

Except as set forth above, none of the Reporting Persons has any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D.

Item 5.		Interest in Securities of the Issuer

(a)		As of March 28, 2008, the Reporting Persons may be deemed to beneficially own an aggregate of 3,657,667 Shares.

		These Shares are owned directly by CVCIGP II Jersey, and indirectly by CVCI GP (as general partner of CVCIGP II), CVCID (through its ownership of CVCI GP), CIFC (through its ownership of CVCID), CBC (through its ownership of CIFC) and Citigroup (through its ownership of CBC).

		Accordingly, the Reporting Persons may be deemed to beneficially own 9.3% of the outstanding Shares.

		Citigroup also beneficially owns 117 Shares directly owned by another subsidiary of Citigroup.

(b)		The responses to Items (7) through (10) on the cover pages of this Statement are incorporated herein by reference.

(c)		Schedule C sets forth the transactions in the Shares which, to the best knowledge of the Reporting Persons, have been effected by the Reporting Persons and their subsidiaries during the period commencing 60 days prior to the date of the event requiring the filing of this Schedule 13D and ending on the date hereof (excluding the transactions that may have been effected for managed accounts with funds provided by third party customers). The transactions in the Shares described on Schedule C were effected on the National Association of Securities Dealers Automated Quotations (NASDAQ) or the over-the-counter market.

		Except for the Purchase Agreements, the transactions contemplated by such agreement and those transactions set forth on Schedule C, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named on Schedule A has effected any transaction in the Common Stock during the past 60 days (excluding transactions that may have been effected for managed accounts with funds provided by third party customers).

(d)		Not applicable.

(e)		Not applicable.

Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	Items 3, 4 and 5 and Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 are incorporated herein by reference.

Except as set forth in this Statement, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the person listed on Schedule A, have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Ness, including but not limited to, transfer or voting of any of the securities of Ness, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over the securities of Ness.

Item 7.	Material to be Filed as Exhibits.
99.1	Securities Purchase Agreement, dated March 18, 2008, by and among CVCIGP II Jersey and the Warburg Pincus Shareholders signatory thereto.
99.2	Amendment No. 1, dated March 28, 2008, to Securities Purchase Agreement, dated March 18, 2008, by and among CVCIGP II Jersey and the Warburg Pincus Shareholders signatory thereto.
99.3	Securities Purchase Agreement, dated March 18, 2008, by and among CVCIGP II Jersey and the Wolfson Shareholders signatory thereto.
99.4	Second Amended and Restated Registration Rights Agreement, dated as of June 30, 2003, among Ness and the other signatories listed therein (incorporated by reference to Ness’s registration statement on Form S-1 (SEC File No. 333-115260), as amended, initially filed with the Securities and Exchange Commission on May 7, 2004).
99.5	Amendment to Second Amended and Restated Registration Rights Agreement, dated as of September 2, 2004, by and among Ness and the other signatories listed therein (incorporated by reference to Ness’s registration statement on Form S-1 (SEC File No. 333-115260), as amended, initially filed with the Securities and Exchange Commission on May 7, 2004).
99.6	Joint Filing Agreement, dated March 28, 2008, by and among CVCIGP II Jersey, CVCI GP, CVCID, CIFC, CBC and Citigroup.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 28, 2008

CVCIGP II JERSEY INVESTMENT L.P.

By: Citigroup Venture Capital International Investment G.P. Limited, as General Partner

By: /s/ Michael Robinson

Name: Michael Robinson

Title: Alternate Director

CITIGROUP VENTURE CAPITAL INTERNATIONAL INVESTMENT G.P. LIMITED

By: /s/ Michael Robinson

Name: Michael Robinson

Title: Alternate Director

CITIGROUP VENTURE CAPITAL INTERNATIONAL DELAWARE CORPORATION

By: /s/ Alfred Rodrigues

Name: Alfred Rodrigues

Title: Director

CITICORP INTERNATIONAL FINANCE CORPORATION

By: /s/ William H. Wolf

Name: William H. Wolf

Title: Vice President

CITICORP BANKING CORPORATION

By: /s/ William H. Wolf

Name: William H. Wolf

Title: Senior Vice President

CITIGROUP INC.

By: /s/ Riqueza V. Feaster

Name: Riqueza V. Feaster

Title: Assistant Secretary

ASSISTANT SECRETARY’S CERTIFICATE

I, PAULA F. JONES, Assistant Secretary of Citigroup Inc. (“Citigroup”), DO HEREBY CERTIFY that RIQUEZA FEASTER is an Assistant Secretary of Citigroup, duly appointed as such, effective November 16, 2006, and that such appointment has not been rescinded or revoked.

IN WITNESS WHEREOF, I have affixed my signature and the official seal of Citigroup Inc. this 28th day of March, 2008.


		/s/ Paula F. Jones
		Paula F. Jones
		Assistant Secretary
		Citigroup Inc.

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INCORPORATED

The following sets forth the name, principal occupation and citizenship of each of the directors and executive officers of Citigroup Inc.

Name and Title	Principal Occupation	Citizenship
C. Michael Armstrong, Director	Chairman, Board of Trustees Johns Hopkins Medicine Health System Corporation and Hospital 1683 Galleon Drive Naples, FL 34102	United States
Alain J. P. Belda, Director	Chairman and Chief Executive Officer Alcoa Inc. 390 Park Avenue New York, NY 10022	Brazil & Spain
George David, Director	Chairman and Chief Executive Officer United Technologies Corporation One Financial Plaza Hartford, CT 06101	United States
Kenneth T. Derr, Director	Chairman, Retired Chevron Corporation 345 California Street San Francisco, CA 94104	United States
John M. Deutch, Director	Institute Professor Massachusetts Institute of Technology 77 Massachusetts Avenue Cambridge, MA 02139	United States
Roberto Hernandez Ramirez, Director	Chairman of the Board Banco Nacional de Mexico Actuario Roberto Medellin No. 800 Col. Santa Fe, 01210 Mexico City, Mexico	Mexico
Ann Dibble Jordan, Director	Consultant 2940 Benton Place, NW Washington, DC 20008-2718	United States

Dr. Klaus Kleinfeld, Director	President and Chief Executive Officer Siemens AG Wittesbacherplatz 2 D-80333 Munich, Germany	Germany
Andrew N. Liveris, Director	Chairman and Chief Executive Officer The Dow Chemical Company 2030 Dow Center Midland, MI 48674	Australia
Dudley C. Mecum, Director	Managing Director Capricorn Holdings, LLC 30 East Elm Street Greenwich, CT 06830	United States
Anne M. Mulcahy, Director	Chairman and Chief Executive Officer Xerox Corporation 800 Long Ridge Road Stamford, CT 06904	United States
Vikram Pandit, Director and Executive Officer	Chairman and Chief Executive Officer Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Richard D. Parsons, Director	Chairman and Chief Executive Officer Time Warner Inc. One Time Warner Center New York, NY 10019	United States
Dr. Judith Rodin, Director	President The Rockefeller Foundation 420 Fifth Avenue New York, NY 10018	United States
Robert E. Rubin, Director and Executive Officer	Chairman of the Executive Committee and Member of the Office of the Chairman Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Franklin A. Thomas, Director	Consultant The Study Group 380 Lexington Avenue New York, NY 10168	United States

A-2

Ajay Banga, Executive Officer	Chairman and Chief Executive Officer Global Consumer Group-International Citigroup Inc. 399 Park Avenue New York, NY 10043	India
Sir Winfried F. W. Bischoff, Executive Officer	Chairman Citigroup Europe 33 Canada Square Canary Wharf London E14 5LB United Kingdom	United Kingdom and Germany
Gary L. Crittenden, Executive Officer	Chief Financial Officer Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Steven J. Freiberg, Executive Officer	Chairman and Chief Executive Officer Global Consumer Group-North America Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
John C. Gerspach, Executive Officer	Controller and Chief Accounting Officer Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Michael S. Helfer, Executive Officer	General Counsel and Corporate Secretary Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Lewis B, Kaden, Executive Officer	Vice Chairman and Chief Administrative Officer Citigroup Inc. 399 Park Avenue New York, NY 10043	United States

A-3

Sallie L. Krawcheck, Executive Officer	Chief Financial Officer Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Brian Leach, Executive Officer	Senior Risk Officer Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Manuel Medina-Mora, Executive Officer	Chairman and Chief Executive Officer Latin America and Mexico Act. Roberto Medellin 800 Edificio Sur. 5 piso Col. Sta FE/ C.P. 01210 Mexico, D.F.	Mexico
William R. Rhodes, Executive Officer	Senior Vice Chairman Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Stephen R. Volk, Executive Officer	Vice Chairman Citigroup Inc. 399 Park Avenue New York, NY 10043	United States

A-4

SCHEDULE B

On April 28, 2003, Salomon Smith Barney announced final agreements with the SEC, the NASD, the NYSE and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices. Salomon Smith Barney paid $300 million for retrospective relief, plus $25 million for investor education, and committed to spend $75 million to provide independent third-party research to its clients at no charge. Salomon Smith Barney adopted new policies and procedures to further ensure the independence of its research and addressed other issues identified in the course of the investigation. Salomon Smith Barney reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements did not establish wrongdoing or liability for purposes of any other proceeding.

On July 28, 2003, Citigroup settled enforcement proceedings related to the manipulation of Enron's and Dynegy’s financial statements. The Commission found that Citigroup knew or should have known that the acts or omissions described in the Order would contribute to Enron's and Dynegy’s violations of Exchange Act Section 10(b) and Exchange Act Rule 10b-5. Consequently, Citigroup was found to be a cause of Enron's and Dynegy’s violations within the meaning of Exchange Act Section 21C. Citigroup consented to an order to cease and desist from committing or causing any violation of the antifraud provisions of the federal securities laws, and agreed to pay $120 million as disgorgement, interest and penalty.

On March 23, 2005, the SEC entered an administrative and cease-and-desist order against CGMI. The SEC order found that CGMI willfully violated Section 17(a)(2) of the Securities Act and Rule 10b-10 promulgated under the Exchange Act. Specifically, the order found that there were two distinct disclosure failures by CGMI in the offer and sale of mutual fund shares to its customers. Based on these findings, the order censured CGMI, required that CGMI cease and desist from committing or causing violations and future violations of Section 17(a) of the Securities Act and Exchange Act Rule 10b-10, and required that CGMI pay a $20 million civil money penalty.

In a related proceeding on March 22, 2005, the NASD accepted a Letter of Acceptance, Waiver and Consent dated March 18, 2005 (the “AWC”) that had been submitted by CGMI. Without admitting or denying the findings, CGMI accepted and consented, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of findings by NASD. Based on its findings and with CGMI’s consent, the NASD censured CGMI and fined it $6.25 million. In the AWC, CGMI also agreed to complete certain undertakings, including retaining an Independent Consultant, among other things, to conduct a comprehensive review of the completeness of its disclosures regarding the differences in mutual fund share classes and the policies and procedures relating to CGMI’s recommendations to its customers of different class shares of mutual funds.

On May 31, 2005, the SEC issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”), a former

subsidiary of Citigroup, and CGMI, relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds managed by SBFM (the “Affected Funds”).

The SEC order finds that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940, as amended, and the rules promulgated thereunder (the “Advisers Act”). Specifically, the order found that SBFM and CGMI knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Affected Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the former Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI. The order also found that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Affected Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Affected Funds’ best interests and that no viable alternatives existed. SBFM and CGMI do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.

The SEC censured SBFM and CGMI and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Affected Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. The order also required that transfer agency fees received from the Affected Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees may be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million held in escrow was distributed to the Affected Funds.

The order required SBFM to recommend a new transfer agent contract to the Affected Fund’s boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGMI would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Affected Funds’ Boards selected a new transfer agent for the Affected Fund. No Citigroup affiliate submitted a proposal

B-2

to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.

Other than as described above, during the last five years, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

B-3

Schedule C

The following is a list of transactions in shares of Ness' Common Stock, which to the best knowledge of Citigroup Inc., have been effected in the past 60 days in the ordinary course of business.

Citigroup Global Markets, Inc., a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total number of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:

Description of Security	Purchase (P) / Sale (S)	Trade Date	Quantity	Low ($)	High ($)
Common Stock	P	1/22/2008	178	8.15	8.15
Common Stock	S	1/22/2008	178	8.15	8.15
Common Stock	P	1/24/2008	100	8.55	8.55
Common Stock	S	1/24/2008	200	8.55	8.85
Common Stock	P	1/25/2008	2100	8.79	8.92
Common Stock	S	1/25/2008	3698	8.65	8.92
Common Stock	P	1/28/2008	2406	8.67	8.75
Common Stock	S	1/28/2008	2616	8.67	8.75
Common Stock	P	1/30/2008	100	8.94	8.94
Common Stock	S	1/30/2008	200	8.94	8.94
Common Stock	P	1/31/2008	2100	8.98	9.01
Common Stock	S	1/31/2008	2000	8.98	9.01
Common Stock	S	2/1/2008	194	9.48	9.48
Common Stock	P	2/4/2008	1078	9.58	9.69
Common Stock	S	2/4/2008	1040	9.59	9.69
Common Stock	P	2/5/2008	8429	9.44	10.00
Common Stock	S	2/5/2008	8429	9.44	10.00
Common Stock	P	2/6/2008	2000	10.00	10.00
Common Stock	S	2/6/2008	2000	10.00	10.00
Common Stock	P	2/7/2008	4425	9.93	9.98

Common Stock	S	2/7/2008	2000	9.98	9.98
Common Stock	P	2/8/2008	1110	9.99	10.05
Common Stock	S	2/8/2008	1374	9.99	10.05
Common Stock	P	2/11/2008	1650	10.02	10.06
Common Stock	S	2/11/2008	1650	10.02	10.06
Common Stock	P	2/12/2008	200	9.67	9.67
Common Stock	S	2/12/2008	100	9.67	9.67
Common Stock	P	2/13/2008	330	9.59	9.65
Common Stock	S	2/13/2008	719	9.59	9.79
Common Stock	P	2/20/2008	64	9.57	9.57
Common Stock	P	2/22/2008	329	9.37	9.44
Common Stock	S	2/22/2008	475	9.36	9.44
Common Stock	P	2/25/2008	370	9.34	9.36
Common Stock	S	2/25/2008	390	9.34	9.36
Common Stock	P	2/26/2008	4165	9.21	9.42
Common Stock	S	2/26/2008	591	9.21	9.34
Common Stock	P	2/27/2008	500	9.34	9.45
Common Stock	S	2/27/2008	281	9.46	9.46
Common Stock	P	2/29/2008	117	9.32	9.32
Common Stock	S	2/29/2008	117	9.32	9.32
Common Stock	P	3/3/2008	52	9.33	9.33
Common Stock	S	3/3/2008	52	9.33	9.33
Common Stock	P	3/4/2008	70	9.38	9.38
Common Stock	S	3/4/2008	70	9.38	9.38
Common Stock	P	3/5/2008	667	9.47	9.50
Common Stock	S	3/5/2008	600	9.50	9.50

Common Stock	P	3/6/2008	10800	9.49	9.49
Common Stock	S	3/6/2008	21600	9.34	9.53
Common Stock	P	3/7/2008	20000	9.32	9.32
Common Stock	S	3/7/2008	20000	9.32	9.32
Common Stock	P	3/10/2008	1041	9.25	9.39
Common Stock	S	3/10/2008	1041	9.25	9.39
Common Stock	P	3/11/2008	65	9.34	9.34
Common Stock	S	3/11/2008	65	9.34	9.34
Common Stock	P	3/12/2008	500	9.23	9.23
Common Stock	S	3/12/2008	500	9.23	9.23
Common Stock	P	3/13/2008	210	9.12	9.12
Common Stock	S	3/13/2008	210	9.12	9.12
Common Stock	P	3/14/2008	200	9.40	9.41
Common Stock	S	3/14/2008	241	9.40	9.44
Common Stock	P	3/17/2008	150	9.16	9.16
Common Stock	S	3/17/2008	150	9.16	9.16
Common Stock	P	3/18/2008	262	9.33	9.33
Common Stock	S	3/18/2008	336	9.24	9.33

Automated Trading Desk Brokerage Services, LLC, a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total number of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:

Description of Security	Purchase (P) / Sale (S)	Trade Date	Quantity	Low ($)	High ($)
Common Stock	P	1/18/2008	6658	8.05	8.37
Common Stock	S	1/18/2008	2261	8.09	8.31
Common Stock	P	1/22/2008	4661	7.98	8.54

Common Stock	S	1/18/2008	2908	8.12	8.51
Common Stock	P	1/23/2008	5145	8.03	8.44
Common Stock	S	1/23/2008	2312	8.03	8.44
Common Stock	P	1/24/2008	3730	8.44	8.82
Common Stock	S	1/24/2008	600	8.50	8.59
Common Stock	P	1/25/2008	3400	8.62	9.03
Common Stock	S	1/25/2008	1700	8.61	9.05
Common Stock	P	1/28/2008	4109	8.58	8.81
Common Stock	S	1/28/2008	913	8.56	8.76
Common Stock	P	1/29/2008	3600	8.81	9.03
Common Stock	S	1/29/2008	2200	8.82	9.04
Common Stock	P	1/30/2008	5120	8.63	9.15
Common Stock	S	1/30/2008	2419	8.60	9.19
Common Stock	P	1/31/2008	8163	8.71	9.20
Common Stock	S	1/31/2008	2425	8.87	9.19
Common Stock	P	2/1/2008	2586	9.19	9.48
Common Stock	S	2/1/2008	1360	9.23	9.49
Common Stock	P	2/4/2008	4866	9.31	9.70
Common Stock	S	2/4/2008	1691	9.34	9.71
Common Stock	P	2/5/2008	8756	9.51	10.18
Common Stock	S	2/5/2008	2991	9.83	10.16
Common Stock	P	2/6/2008	5805	9.98	10.22
Common Stock	S	2/6/2008	2900	9.99	10.23
Common Stock	P	2/7/2008	8635	9.76	10.08
Common Stock	S	2/7/2008	2639	9.78	10.11
Common Stock	P	2/8/2008	7296	9.89	10.15

Common Stock	S	2/8/2008	2144	9.98	10.09
Common Stock	P	2/11/2008	4543	9.92	10.14
Common Stock	S	2/11/2008	600	9.94	10.12
Common Stock	P	2/12/2008	4929	9.72	9.93
Common Stock	S	2/12/2008	2804	9.65	9.96
Common Stock	P	2/13/2008	10506	9.60	9.80
Common Stock	S	2/13/2008	7836	9.59	9.92
Common Stock	P	2/14/2008	4900	9.48	9.70
Common Stock	S	2/14/2008	3000	9.46	9.68
Common Stock	P	2/15/2008	5787	9.35	9.55
Common Stock	S	2/15/2008	994	9.37	9.53
Common Stock	P	2/19/2008	3529	9.51	9.61
Common Stock	S	2/19/2008	419	9.50	9.61
Common Stock	P	2/20/2008	4571	9.50	9.68
Common Stock	S	2/20/2008	3194	9.49	9.64
Common Stock	P	2/21/2008	1771	9.42	9.60
Common Stock	S	2/21/2008	799	9.41	9.60
Common Stock	P	2/22/2008	1931	9.33	9.45
Common Stock	S	2/22/2008	839	9.36	9.45
Common Stock	P	2/25/2008	2800	9.30	9.50
Common Stock	S	2/25/2008	2100	9.32	9.52
Common Stock	P	2/26/2008	9452	9.15	9.46
Common Stock	S	2/26/2008	7626	9.17	9.49
Common Stock	P	2/27/2008	6400	9.24	9.54
Common Stock	S	2/27/2008	3500	9.24	9.47
Common Stock	P	2/28/2008	4100	9.26	9.42
Common Stock	S	2/28/2008	2443	9.25	9.40

Common Stock	P	2/29/2008	16013	9.31	9.57
Common Stock	P	3/3/2008	4444	9.27	9.44
Common Stock	S	3/3/2008	1397	9.34	9.41
Common Stock	P	3/4/2008	2001	9.32	9.44
Common Stock	S	3/4/2008	1201	9.37	9.45
Common Stock	P	3/5/2008	1548	9.42	9.53
Common Stock	P	3/6/2008	5963	9.40	9.53
Common Stock	S	3/6/2008	700	9.47	9.51
Common Stock	P	3/7/2008	5199	9.30	9.47
Common Stock	S	3/7/2008	1719	9.32	9.50
Common Stock	P	3/10/2008	3672	9.25	9.38
Common Stock	S	3/10/2008	1000	9.26	9.34
Common Stock	P	3/11/2008	4755	9.27	9.51
Common Stock	S	3/11/2008	1456	9.30	9.51
Common Stock	P	3/12/2008	6601	9.20	9.48
Common Stock	S	3/12/2008	3485	9.22	9.47
Common Stock	P	3/13/2008	7910	9.10	9.47
Common Stock	S	3/13/2008	1987	9.31	9.42
Common Stock	P	3/14/2008	5736	9.32	9.55
Common Stock	S	3/14/2008	1648	9.32	9.50
Common Stock	P	3/17/2008	5014	9.14	9.26
Common Stock	S	3/17/2008	1703	9.15	9.23

Citibank, N.A., a wholly owned subsidiary of Citigroup, Inc., engaged in the following open market transactions:

Description of Security	Purchase (P) / Sale (S)	Trade Date	Quantity	Share Price ($)
Common Stock	S	2/11/2008	1350	10.02
Common Stock	S	2/13/2008	15	9.65
Common Stock	P	2/29/2008	117	9.32

EX-99.1 2 citi-13dex991_0320.htm

Exhibit 99.1

Execution Version

SECURITIES PURCHASE AGREEMENT

By and Among

CVCIGP II JERSEY INVESTMENT L.P.

and

THE WARBURG PINCUS SHAREHOLDERS SIGNATORY HERETO

Dated as of March 18, 2008

ARTICLE I

DEFINITIONS

Section 1.01.	Definitions	1
Section 1.02.	General Interpretive Principles	3

ARTICLE II

SALE AND PURCHASE OF THE SHARES

Section 2.01.

Sale and Purchase of the Shares

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01.	Representations and Warranties of the Selling Shareholders	3
Section 3.02.	Representations and Warranties of Purchaser	6

ARTICLE IV

ADDITIONAL AGREEMENTS OF THE PARTIES

Section 4.01.	Taking of Necessary Action	7
Section 4.02.	Board Resignation	7
Section 4.03.	Assignment of Registration Rights	7

ARTICLE V

MISCELLANEOUS

Section 5.01.	Survival of Representations and Warranties	8
Section 5.02.	Notices	8
Section 5.03.	Entire Agreement; Third Party Beneficiaries; Amendment	9
Section 5.04.	Counterparts	9
Section 5.05.	Governing Law	9
Section 5.06.	Public Announcements	9
Section 5.07.	Expenses	9
Section 5.08.	Indemnification	9
Section 5.09.	Successors and Assigns	10
Section 5.10.	Remedies; Waiver	11
Section 5.11.	Consent to Jurisdiction	11
Section 5.12.	Severability	11
Section 5.13.	Headings	11

-i-

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 18, 2008, by and among CVCIGP II Jersey Investment L.P., a limited partnership organized under the laws of the State of Delaware (“Purchaser”), and the shareholders signatory hereto (the “Selling Shareholders”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.

WHEREAS, Purchaser has agreed to purchase, and the Selling Shareholders have agreed to sell, subject to the terms and conditions of this Agreement, an aggregate of 3,232,667 Common Shares of Ness Technologies, Inc., a Delaware corporation (the “Company”); and

WHEREAS, the Selling Shareholders and Purchaser desire to set forth certain agreements herein.

NOW THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE I

Definitions

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” or “affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or is under common control with such Person. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). To the extent that any such term is used in relation to or in connection with any statute and the definition of such term in such statute is broader or different, then, in such context, such term shall have the meaning set forth in such statute.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Business Day” shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in the City of New York, New York are authorized or obligated by law or executive order to close.

“Common Shares” means shares of common stock, $0.01 par value, of the Company.

“Company” shall have the meaning set forth in the recitals.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“First Amendment to the Registration Rights Agreement” shall have the meaning set forth in Section 3.01(i)(v).

“Governmental Entity” shall mean any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization.

“Indemnified Party” shall have the meaning set forth in Section 5.08(c).

“Indemnifying Party” shall have the meaning set forth in Section 5.08(c).

“Law” means any foreign, federal, state or local law, statute, rule, regulation, code, plan, interpretation, ordinance, order, writ, judgment, ruling, stipulation, decision, charge, injunction, decree, award or requirement of any Governmental Entity.

“Lien” means any mortgage, pledge, security interest, encumbrance, charge, claim, option, restriction or other lien (whether arising by contract or by operation of law).

“Organizational Documents” means, collectively with respect to any Person, the contracts or instruments pursuant to which such Person was incorporated or organized and by which such Person is currently governed, which shall be the certificate of incorporation and bylaws in the case of a corporation and the contracts and other instruments which collectively perform similar functions in the case of other forms of entities.

“Person” or “person” shall mean an individual, corporation, association, partnership, group (as such term is used in Section 13(d)(3) of the Exchange Act), trust, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof.

“Purchaser” shall have the meaning set forth in the preamble hereto.

“Purchaser Indemnitee” shall have the meaning set forth in Section 5.08(a).

“Registration Rights Agreement” means the Second Amended and Restated Registration Rights Agreement, dated as of June 20, 2003, among the Company and the investors listed on Schedule I thereto, as amended.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Shareholder Indemnitee” shall have the meaning set forth in Section 5.08(b).

“Shares” shall have the meaning set forth in Section 2.01.

“Subsidiary” shall mean, with respect to any Person, any other Person of which 50% or more of the shares of the voting securities or other voting interests are owned or controlled, or the ability to select or elect 50% or more of the directors or similar managers is held, directly or indirectly, by such first Person or one or more of its Subsidiaries, or by such first Person, or by such first Person and one or more of its Subsidiaries.

“Transactions” shall mean the transactions contemplated by this Agreement.

Section 1.02. General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement.

ARTICLE II

Sale and Purchase of the Shares

Section 2.01. Sale and Purchase of the Shares. Subject to all of the terms and conditions of this Agreement, and in reliance upon the representations and warranties hereinafter set forth, each Selling Shareholder hereby sells, transfers and delivers to Purchaser and Purchaser hereby takes delivery of the number of Common Shares set forth opposite such Selling Shareholder’s name on Schedule 2.01 hereto, at a price of $9.90 per share. The Common Shares being sold hereunder shall be referred to as the “Shares”.

ARTICLE III

Representations and Warranties

Section 3.01. Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholders represents and warrants to Purchaser jointly and severally that:

(a) Existence. If such Person is a corporation, partnership, trust or other entity, such Person is duly organized, validly existing and, where relevant, in good standing under the laws of its jurisdiction of organization.

(b) Authorization; No Conflict.

(i) The execution, delivery and performance by such Person of this Agreement and the consummation by such Person of the Transactions are within such Person’s corporate, partnership, limited liability company, trust or other powers, as applicable, and have been duly authorized by all necessary corporate, partnership, limited liability company, trust or other action, as applicable, on the part of such Person. If applicable, no other corporate proceedings on the part of such Person are necessary to authorize the execution, delivery and performance by such Person of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by such Person. This Agreement is a valid and binding obligation of such Person, enforceable against it in accordance with its terms, subject to bankruptcy,

insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii) The execution, delivery and performance by such Person of this Agreement, the consummation by such Person of the Transactions and the compliance by such Person with any of the provisions hereof will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) if such Person is an entity, any provision of the Organizational Documents of such Person or (B) any material mortgage, note, indenture, deed of trust, lease, loan agreement or other material agreement or instrument of such Person or any Law applicable to such Person or its properties or assets.

(c) Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required on the part of such Person in connection with the execution, delivery and performance by such Person of this Agreement and the consummation by such Person of the Transactions, except for the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with the Agreement and the Transactions.

(d) Ownership of Company Shares. Such Person is the lawful owner of the Shares set forth opposite such Person’s name in Schedule 2.01, free and clear of any Lien (including any restriction on the right to vote, sell or otherwise dispose of such Shares). Such Person is the lawful owner of all such Shares and is transferring and delivering to Purchaser valid title to such Shares free and clear of any Lien (other than restrictions imposed by the federal securities laws and state securities laws) and any such limitation or restriction (other than any Lien created under this Agreement). Such Person has not granted to any Person any option or other right to acquire any of its Shares other than pursuant to this Agreement. Other than the Shares set forth opposite such Person’s name in Schedule 2.01, such Person does not own any additional Common Shares or securities convertible into or exercisable for Common Shares and does not have any option or other right to acquire any additional Common Shares or any securities convertible into or exercisable for Common Shares.

(e) Ownership of Subsidiaries’ Securities. None of such Person or any Affiliate (other than the Company and its Subsidiaries) of such Person owns, directly or indirectly, (i) any outstanding capital stock of, or other voting securities or ownership interests in any Subsidiary of the Company, (ii) securities of any Subsidiary of the Company convertible into or exchangeable for shares of capital stock or voting securities of any Subsidiary of the Company or (iii) options or other rights to acquire from any Subsidiary of the Company, or other right to require any Subsidiary of the Company to issue, any such capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Subsidiary of the Company.

(f) Litigation. There is no action, suit, investigation or proceeding pending against or threatened against or affecting, such Person (or any basis therefor) before any

Governmental Entity that in any manner relates to such Person’s present or former ownership of its Shares or that would reasonably be expected to enjoin, materially alter or materially delay the consummation of the Transactions.

(g) Affiliate Transactions. Immediately after the effectiveness of the Transactions, none of such Person or any Person controlled by such Person will be a party to any agreement, arrangement or understanding (whether oral or written), directly or indirectly (including any purchase, sale, lease, investment, loan, service or management agreement or other transaction), with the Company or any of its Subsidiaries.

(h) Brokers. Neither such Person nor any of such Person’s officers, directors, employees or agents has utilized any broker, finder, placement agent or financial advisor or incurred any liability for any fees or commissions in connection with any of the Transactions.

(i) Registration Rights.

(i) Such Person is party to and is in compliance with and not in breach in any respect under the Registration Rights Agreement and has the power to assign pursuant to this Agreement the registration and other rights and obligations provided therein as contemplated in Section 4.03 hereof. Such Person has not previously assigned such rights to any other Person.

(ii) To such Person’s knowledge, the Company has not repudiated or notified such Person that it intends to repudiate the Registration Rights Agreement.

(iii) Each of the Shares set forth opposite such Person’s name in Schedule 2.01 was issued by the Company to such Person or acquired by such Person, as the case may be, in one of the circumstances described in sections (A) through (F) of the definition of “Registrable Securities” in the Registration Rights Agreement and since such issuance or acquisition, such Person has at all times been represented on the Board of Directors of the Company by an employee of such Person or an employee of an affiliate of such Person.

(iv) The Company has not effected any registration pursuant to Section 2(a) or Section 2(c) of the Registration Rights Agreement on behalf of such Person nor, to such Person’s knowledge, on behalf of any other Person. None of the Company, the Selling Shareholders or, to such Person’s knowledge, any other party to the Registration Rights Agreement has exercised any registration rights under the Registration Rights Agreement.

(v) The form of Registration Rights Agreement (including the First Amendment to the Registration Rights Agreement, dated as of September 2, 2004 (the “First Amendment to the Registration Rights Agreement”)) attached as Exhibit A hereto is true, complete and correct and, other than the First Amendment to the Registration Rights Agreement, there have been no amendments, modifications or, to the knowledge of such Person, waivers to the Second Amended and Restated Registration Rights Agreement, dated as of June 20, 2003.

(j) Information. Such Person is a sophisticated investor, has knowledge and experience in financial matters and is capable of evaluating the risks and merits of selling its Shares to Purchaser and is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to sell the Shares. Such Person acknowledges that Purchaser makes no representation or warranty to such Person about the Company’s business, prospects, financial condition or otherwise.

Section 3.02. Representations and Warranties of Purchaser.

(a) Organization. Purchaser is a duly organized, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement.

(b) Authorization; No Conflicts.

(i) Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Purchaser of this Agreement and the consummation by the Purchaser of the Transactions have been duly authorized by all necessary corporate action on behalf of Purchaser. No other corporate proceedings on the part of Purchaser are necessary to authorize the execution, delivery and performance by Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Purchaser. This Agreement is a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii) The execution, delivery and performance of this Agreement, the consummation by Purchaser of the Transactions and the compliance by Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event, which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of the Organizational Documents of Purchaser or (B) any material mortgage, note, indenture, deed of trust, lease, loan agreement or other material agreement or instrument of Purchaser or any Law applicable to Purchaser or its properties or assets.

(c) Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required on the part of Purchaser in connection with the execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the Transactions, except for (i) the filing of such reports, schedules or materials under Section 13 of the Exchange Act as may be required in connection with this Agreement or the Transactions, or (ii) such regulatory filings as may be required under applicable state securities laws.

(d) Brokers. Other than the Credit Suisse Group (whose fees and expenses, if any, shall be paid by Purchaser), neither Purchaser nor any of its officers, directors, employees or agents has utilized any broker, finder, placement agent or financial advisor or incurred any liability for any fees or commissions in connection with any of the Transactions.

(e) Investment Intent. Purchaser is purchasing the Shares for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. Purchaser understands that the Shares have not been and will not be registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein.

(f) Information. Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser acknowledges that the Selling Shareholders make no representation or warranty to the Purchaser about the Company’s business, prospects, financial condition or otherwise.

(g) Experience. Purchaser is an “accredited investor” as that term is defined in Rule 501 under the Securities Act. Purchaser is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.

(h) Transfer Restrictions. Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available.

ARTICLE IV

Additional Agreements of the Parties

Section 4.01. Taking of Necessary Action. Each of the parties hereto agrees to use all reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions. Each party shall execute and deliver such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement the Transactions or to evidence such events or matters.

Section 4.02. Board Resignation. Within thirty (30) days from the date hereof, the Selling Shareholders shall cause Dr. Henry Kressel to deliver and Dr. Kressel hereby agrees to deliver to the Company, with a copy to Purchaser as provided in Section 5.02, a letter of resignation of Dr. Kressel from his position as a member of the Board of Directors of the Company, which resignation shall be effective as of the date thereof.

Section 4.03. Assignment of Registration Rights. Each Selling Shareholder hereby assigns to Purchaser all of the rights and obligations of such Selling Shareholder under

the Registration Rights Agreement with respect to the Shares being sold by such Selling Shareholder pursuant to this Agreement, and Purchaser hereby agrees to be bound by all obligations under the Registration Rights Agreement with respect to the Shares acquired by Purchaser pursuant to this Agreement.

ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All representations and warranties shall survive the closing and the consummation of the Transactions, without regard to any investigation made by any party.

Section 5.02. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given, if delivered personally, by telecopier or sent by overnight courier as follows:

	(a)	If to Purchaser, to: CVCIGP II Jersey Investment L.P. c/o Citigroup Venture Capital International 731 Lexington Avenue 21st Floor New York, NY 10022 Attention: Bob Khanna Fax: (212) 793-3368 With copies to: Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 Attention: Jeffrey S. Lewis / Ethan A. Klingsberg Fax: (212) 225-3999

	(b)	If to the Selling Shareholders, to: Warburg, Pincus Equity Partners, L.P. c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 Attention: Dr. Henry Kressel Fax: (212) 878-9351 With a copy to:

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York NY 10019

Attention: Robert B. Stebbins
Fax: (212) 728-8111

or to such other address or addresses as shall be designated in writing. All notices shall be effective when received.

Section 5.03. Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement and the documents described herein or attached or delivered pursuant hereto set forth the entire agreement between the parties hereto with respect to the Transactions, and, other than as set forth in Section 5.09, are not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 5.04. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute any original, but all of which together shall constitute one and the same documents.

Section 5.05. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York.

Section 5.06. Public Announcements. Subject to each party’s disclosure obligations imposed by law, each of the parties hereto will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement and the Transactions, and no party hereto will make any such news release or public disclosure without first consulting with the other party hereto.

Section 5.07. Expenses. Each party hereto shall bear its own costs and expenses (including any brokers’ or attorneys’ fees) incurred in connection with this Agreement.

Section 5.08. Indemnification.

(a) The Selling Shareholders jointly and severally agree to indemnify and hold harmless Purchaser, each person who controls Purchaser within the meaning of the Exchange Act, and each of the respective officers, directors, employees, agents, limited partners and Affiliates of the foregoing in their respective capacities as such (the “Purchaser Indemnitees”), to the fullest extent lawful, from and against any and all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement (subject to Section 5.08(d) below) and expenses (including, without limitation, attorneys’ fees and disbursements) (collectively, “Loss”) arising out of or resulting from

any inaccuracy in or breach of the representations, warranties or covenants made by the Selling Shareholders in this Agreement.

(b) Purchaser agrees to indemnify and hold harmless the Selling Shareholders and each of such Selling Shareholders’ officers, directors, employees, agents and Affiliates in their respective capacities as such (the “Shareholder Indemnitees”), to the fullest extent lawful, from and against any and all Losses arising out of or resulting from any inaccuracy in or breach of the representations, warranties or covenants made by Purchaser in this Agreement.

(c) A party obligated to provide indemnification under this Section 5.08 (an “Indemnifying Party”) shall reimburse the indemnified parties of the other party (the “Indemnified Parties”) for all reasonable out-of-pocket expenses (including attorneys’ fees and disbursements) as they are incurred in connection with investigating, preparing to defend or defending any such action, suit, claim or proceeding (including any inquiry or investigation) whether or not an Indemnified Party is a party thereto. If an Indemnified Party makes a claim under this Section 5.08(c) for payment or reimbursement of expenses, such expenses shall be paid or reimbursed promptly upon receipt of appropriate documentation relating thereto even if the Indemnifying Party reserves the right to dispute whether this Agreement requires the payment or reimbursement of such expenses.

(d) An Indemnified Party shall give written notice to the Indemnifying Party of any claim with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to a claim for indemnification; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.08 unless and to the extent that the Indemnifying Party shall have been materially prejudiced by the failure of such Indemnified Party to so notify such party. In case any such action, suit, claim or proceeding is brought against an Indemnified Party, the Indemnified Party shall be entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided, however, that the Indemnifying Party shall be entitled to assume and conduct the defense, unless the Indemnifying Party determines not to do so and following such determination the Indemnified Party assumes responsibility for conducting the defense (in which case the Indemnifying Party shall be liable for any legal or other expenses incurred by the Indemnified Party in connection with assuming and conducting the defense). No Indemnifying Party shall be liable for any settlement of any action, suit, claim or proceeding effected without its written consent; provided, further, that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is an actual or potential party to such action, suit, claim or proceeding) unless such settlement or compromise includes an unconditional release of each Indemnified Party from all liability arising out of such action, suit, claim or proceeding and does not include

a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Person.

(e) The obligations of the Indemnifying Party under this Section 5.08 shall survive the transfer of the Shares or the closing of the Transactions. The agreements contained in this Section 5.08 shall be in addition to any other rights of the Indemnified Party against the Indemnifying Party or others, at common law or otherwise. The Indemnifying Party consents to personal jurisdiction, service and venue in any court in federal or state court located in the Borough of Manhattan in the City of New York, New York in which any claim subject to this Agreement is brought against any Indemnified Party.

Section 5.09. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the Selling Shareholders’ successors and assigns and Purchaser’s successors and assigns, and no other person; provided, that, subject to applicable law, Purchaser may assign its rights under this Agreement to any of its Affiliates; provided further that no such assignment shall relieve Purchaser of any of its obligations hereunder. For the avoidance of doubt, none of the covenants or obligations of Purchaser hereunder shall be binding on any other Person, and no such Person shall be entitled to any of the Purchaser’s rights hereunder solely as a result of the transfer of any of the Shares.

Section 5.10. Remedies; Waiver. To the extent permitted by law, all rights and remedies existing under this Agreement are cumulative to, and are exclusive of, any rights or remedies otherwise available under applicable law. No failure on the part of any party to exercise, or delay in exercising, any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

Section 5.11. Consent to Jurisdiction. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any federal or state court located in the Borough of Manhattan in the City of New York, New York in the event any dispute arises out of this Agreement or the Transactions, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or the Transactions in any court other than a federal or state court located in the Borough of Manhattan in the City of New York, New York.

Section 5.12. Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect provided that the economic and legal substance of the Transactions are not affected in any manner materially adverse to any party. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intent and purpose hereof. To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

Section 5.13. Headings. The headings of Articles and Sections contained in this Agreement are for reference purposes only and are not part of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto or by their respective duly authorized officers, all as of the date first above written.

	CVCIGP II JERSEY INVESTMENT LP

	By:	Citigroup Venture Capital International Investment G.P. Limited, as General Partner

	By:	/s/ Michael Robinson
	Name:	Michael Robinson
	Title:	Alternate Director

	WARBURG, PINCUS EQUITY PARTNERS, L.P.

	By: Warburg Pincus Partners LLC, as General Partner
	By: Warburg Pincus & Co., its Managing Member
	By:	/s/ Henry Kressel
	Name:	Henry Kressel
	Title:	General Partner

	WARBURG, PINCUS VENTURES INTERNATIONAL, L.P.

	By: Warburg Pincus Partners LLC, as General Partner
	By: Warburg Pincus & Co., its Managing Member
	By:	/s/ Henry Kressel
	Name:	Henry Kressel
	Title:	General Partner

	WARBURG, PINCUS VENTURES, L.P.

	By: Warburg Pincus Partners LLC, as General Partner
	By: Warburg Pincus & Co., its Managing Member
	By:	/s/ Henry Kressel
;	Name:	Henry Kressel
	Title:	General Partner

[Securities Purchase Agreement Signature Page]

	WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V.

	By: Warburg Pincus Partners LLC, as General Partner
	By: Warburg Pincus & Co., its Managing Member
	By:	/s/ Henry Kressel
	Name:	Henry Kressel
	Title:	General Partner

	WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V.

	By: Warburg Pincus Partners LLC, as General Partner
	By: Warburg Pincus & Co., its Managing Member
	By:	/s/ Henry Kressel
	Name:	Henry Kressel
	Title:	General Partner

	For purposes of Section 4.02 only:
	/s/ Henry Kressel
	Name:	Dr. Henry Kressel

[Securities Purchase Agreement Signature Page]

EX-99.2 3 citi-13dex992_0320.htm

Exhibit 99.2

Amendment No. 1 to

the Securities Purchase Agreement

Amendment No. 1 (this “Amendment”), dated as of March 28, 2008, to the Securities Purchase Agreement, dated as of March 18, 2008 (the “Purchase Agreement”), by and among CVCIGP II Jersey Investment L.P., a limited partnership organized under the laws of the State of Delaware (the “Purchaser”), Warburg, Pincus Equity Partners, L.P., a limited partnership organized under the laws of the State of Delaware, Warburg, Pincus Netherlands Equity Partners I, C.V., a limited partnership organized under the laws of the Netherlands, Warburg, Pincus Netherlands Equity Partners III, C.V., a limited partnership organized under the laws of the Netherlands, Warburg, Pincus Ventures International, L.P. , a limited partnership organized under the laws of Bermuda, and Warburg, Pincus Ventures, L.P., a limited partnership organized under the laws of the State of Delaware and, for purposes of Section 4.02 only, Dr. Henry Kressel. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

WHEREAS, Section 5.03 of the Purchase Agreement provides for the amendment of the Purchase Agreement in accordance with the terms set forth therein; and

WHEREAS, the parties hereto desire to amend the Purchase Agreement as set forth below; and

NOW, in consideration of the premises and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

1. Section 4.02 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Section 4.02. Board Matters. The Selling Shareholders agree to cause Dr. Henry Kressel not to, and Dr. Kressel hereby agrees not to, seek or accept or cause any other representative of the Selling Shareholders to seek or accept any nomination for election to the Board at the Company’s 2008 annual meeting. If the Company’s 2008 annual meeting is not held on or prior to July 1, 2008, the Selling Shareholders shall cause Dr. Kressel to, and Dr. Kressel hereby agrees to, deliver a letter of resignation from Dr. Kressel’s position as a member of the Board within three Business Days following such date.

2. Except as expressly amended hereby, the Purchase Agreement is in all respects ratified and confirmed and all terms and provisions of the thereof shall continue in full force and effect.

3. This Amendment shall form part of the Purchase Agreement for all purposes, and each party thereto and hereto shall be bound hereby.

4. From and after the execution of this Amendment by the parties hereto, any reference to the Purchase Agreement shall be deemed a reference to the Purchase Agreement as amended hereby.

5. This Amendment may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original, but all of which shall constitute the same instrument.

IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto or by their respective duly authorized officers, all as of the date first above written.

CVCIGP II JERSEY INVESTMENT LP

By: Citigroup Venture Capital International Investment G.P. Limited, as General Partner

By: /s/ Peter Byrne

Name: Peter Byrne

Title: Alternate Director

WARBURG, PINCUS EQUITY PARTNERS, L.P.