Mercantile Equity Partners Iii L P Sample Contracts

VSOURCE, INC.
Registration Rights Agreement • October 25th, 2002 • Mercantile Equity Partners Iii L P • Services-business services, nec • New York
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VSOURCE, INC.
Registration Rights Agreement • July 5th, 2001 • Mercantile Equity Partners Iii L P • Services-business services, nec • California
RECITALS
Voting Agreement • June 13th, 2003 • Mercantile Equity Partners Iii L P • Services-prepackaged software • Illinois
RECITALS
Stockholder Voting Agreement • June 13th, 2003 • Mercantile Equity Partners Iii L P • Services-prepackaged software • Illinois
VSOURCE, INC.
Convertible Note Purchase Agreement • July 5th, 2001 • Mercantile Equity Partners Iii L P • Services-business services, nec • Delaware
VSOURCE, INC.
Stockholders Agreement • October 25th, 2002 • Mercantile Equity Partners Iii L P • Services-business services, nec • New York
COMMITMENT AGREEMENT
Commitment Agreement • September 2nd, 2004 • Mercantile Equity Partners Iii L P • Services-prepackaged software • New York

This Commitment Letter Agreement (the “Agreement”) will confirm the agreement among the undersigned (the “Stockholder”) and Vsource, Inc., a Delaware corporation (the “Company”).

VSOURCE, INC. Common Stock Purchase Warrant
Common Stock Purchase Warrant • July 5th, 2001 • Mercantile Equity Partners Iii L P • Services-business services, nec • California
Right to Purchase __________ Shares of Common Stock of VSource, Inc. VSOURCE, INC. Common Stock Purchase Warrant
Common Stock Purchase Warrant • November 22nd, 2000 • Mercantile Equity Partners Iii L P • California
VSOURCE, INC.
Convertible Securities Exchange Agreement • October 25th, 2002 • Mercantile Equity Partners Iii L P • Services-business services, nec • New York
COMMON STOCK AND WARRANT PURCHASE AGREEMENT August 31, 2004
Common Stock and Warrant Purchase Agreement • September 2nd, 2004 • Mercantile Equity Partners Iii L P • Services-prepackaged software • New York

This COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of August 31, 2004, by and among Symphony House Berhad, a company incorporated in Malaysia (the “Purchaser”), and each of those persons and entities, severally and not jointly, whose names are set forth on the “Schedule of the Selling Shareholders” attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Selling Shareholders” and each individually as a “Selling Shareholder”).

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