INDEMNIFICATION AGREEMENTIndemnification Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2007 by and between VanceInfo Technologies Inc. , a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
DEPOSIT AGREEMENTDeposit Agreement • December 4th, 2007 • VanceInfo Technologies Inc. • Services-computer programming services • New York
DEPOSIT AGREEMENT dated as of , 2007 (the “Deposit Agreement”) among VANCEINFO TECHNOLOGIES INC. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2011 • VanceInfo Technologies Inc. • Services-computer programming services • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of by and between Thinkplus Investments Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [Mr.][Ms.] ( ), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
VANCEINFO TECHNOLOGIES INC. [—] Ordinary Shares (par value US$0.001 per share) Each represented by American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2009 • VanceInfo Technologies Inc. • Services-computer programming services • New York
VanceInfo Technologies Inc. , an exempted company with limited liability organized under the laws of the Cayman Islands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (the “Representatives”) are acting as representatives, [—] ordinary shares, par value US$0.001 per share (“Ordinary Shares”), of the Company, and the persons named in Schedule II hereto (collectively, the “Selling Shareholders”) propose to sell to the several Underwriters [—] Ordinary Shares (said shares to be issued and sold by the Company and shares to be sold by the Selling Shareholders collectively being hereinafter called the “Underwritten Shares”). The Company proposes to grant to the Underwriters an option to purchase up to [—] additional Ordinary Shares, and the Selling Shareholders propose to grant to the Underwriters an option to purchase up to the number of additional Ordinary S
VANCEINFO TECHNOLOGIES INC. 7,650,000 Ordinary Shares (par value US$0.001 per share) Each represented by American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2007 • VanceInfo Technologies Inc. • Services-computer programming services • New York
However, as the Transaction Documents are governed by the laws of a jurisdiction outside of Cayman Islands (the “Foreign Laws”), the question of whether they would possess these particular characteristics would be determined under the Foreign Laws.
EMPLOYMENT CONTRACT OF SENIOR EXECUTIVEEmployment Contract • May 11th, 2011 • VanceInfo Technologies Inc. • Services-computer programming services
VanceInfo Creative Software Technology Ltd. (formerly named Worksoft Creative Software Technology Ltd.), a limited liability company incorporated under the laws of the People’s Republic of China, with its registered office at 3F, No.8 Building, Zhongguancun Software Park, 8 Dongbeiwang West Road, Haidian District, Beijing (hereinafter referred to as “Company”); and
Asset Transfer Agreement Worksoft Creative Software Technology Ltd. AND SureKAM Co., Ltd. September 6, 2005Asset Transfer Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
Whenever used in this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
Dragon, Inno and Button are referred to collectively herein as the “Ordinary Shareholders”, and each, an “Ordinary Shareholder”. Button and Dragon are referred to collectively herein as “Founder Entities”, and each, a “Founder Entity”. The Ordinary Shareholders and the Founders are referred to collectively herein as the “Seller Parties”, and each, a “Seller Party”. Legend, DCM and Harper are referred to collectively herein as the “Investors”, and each, an “Investor”. The Company and the Subsidiaries are referred to collectively herein as the “Group Companies”, and each, a “Group Company”.
SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS SERIES B PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 28, 2006 by and among Thinkplus Investments Limited, a company organized under the laws of the Cayman Islands (the “Company”); Worksoft Creative Software Technology Co., Ltd. , a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of the Company (the “PRC Subsidiary”); WorkSoft Creative Software Technology Limited, a company organized under the laws of the British Virgin Islands (the “BVI Subsidiary”); Worksoft Creative Software Technology, Inc., a corporation organized and existing under the laws of Delaware (the “U.S. Subsidiary”); those certain holders of the ordinary shares of the Company listed in Schedule A hereto (collectively, the “Seller Parties”, and each, a “Seller Party”); and those investors listed in Schedule B hereto (collectively, the “Investors”, and each, an “Investor”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2006 by and among Thinkplus Investments Limited, a company organized under the laws of the Cayman Islands (the “Company”); Worksoft Creative Software Technology Co., Ltd. a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of the Company (the “PRC Subsidiary”); WorkSoft Creative Software Technology Limited, company organized under the laws of the British Virgin Islands (the “BVI Subsidiary”); Worksoft Creative Software Technology, Inc. a corporation organized and existing under the laws of Delaware (the “U.S. Subsidiary”); Chen Shuning and David Lifeng Chen (collectively, the “Founders” and each, a “Founder”); Button Software Ltd., a company organized under the laws of the British Virgin Islands (“Button” or the “Founder Entity”); those certain holders of ordinary shares of the Company listed in Schedule A hereto (collectively, the “Or
VOTING AGREEMENT by and among HISOFT TECHNOLOGY INTERNATIONAL LIMITED, BUTTON SOFTWARE LTD., TAIRON INVESTMENT LIMITED, and CHRIS SHUNING CHEN Dated as of August 10, 2012Voting Agreement • August 13th, 2012 • VanceInfo Technologies Inc. • Services-computer programming services • New York
VOTING AGREEMENT, dated as of August 10, 2012 (this “Agreement”), by and among HiSoft Technology International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“HiSoft”), and Button Software Ltd, a company with limited liability incorporated under the laws of the British Virgin Islands, Tairon Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands, and Chris Shuning Chen, a natural person (collectively, the “Shareholders” and, individually, a “Shareholder”).
AGREEMENT AND PLAN OF MERGER dated as of August 10, 2012 among HISOFT TECHNOLOGY INTERNATIONAL LIMITED, VANCEINFO TECHNOLOGIES INC. and CHEMISTRY MERGER SUB INC.Merger Agreement • August 13th, 2012 • VanceInfo Technologies Inc. • Services-computer programming services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 10, 2012 is by and among HiSoft Technology International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“HiSoft”), Chemistry Merger Sub Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned Subsidiary of HiSoft (“Merger Sub”), and VanceInfo Technologies Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“VanceInfo” and, together with HiSoft and Merger Sub, the “Parties”).
Premises Lease ContractPremises Lease Contract • November 23rd, 2007 • VanceInfo Technologies Inc.
After friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have entered into this Contract in accordance with the Contract Law of the People’s Republic of China, the Law of the Peoples Republic of China on the Administration of the Urban Real Estate and other relative Chinese Laws and regulations,
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 6th day of September, 2005 by and between Thinkplus Investments Limited, a company organized under the laws of the British Virgin Islands (the “Company”), and Sures Corporation Limited, a company organized under the laws of the British Virgin Islands (the “Subscriber”).
MASTER SERVICES AGREEMENT AND INTELLECTUAL PROPERTY ASSIGNMENTMaster Services Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
This Master Services Agreement and Intellectual Property Assignment (“Agreement”) is made and entered into as of the 1st day November, 2005 (the “Effective Date”) by and between Worksoft Creative Software Technology Ltd. (“Company”) and Microsoft (China) Co. Ltd. (“Microsoft”). Intending to be legally bound, Microsoft and Company agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated on September 15, 2006 in the Company’s office at Zhongguancun Software Park, Building 8, 3rd Floor, Beijing, and is made
Dated March 15, 2007 Thinkplus Investments Limited (as the Lender) AND Yu Hao, Wei Wei (as the Borrower) AND Beijing Innovation Technology Co., Ltd. (ITC) AND Ultra Link Holdings Limited Space Link Holdings Limited (as the Pledgor) Loan AgreementLoan Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
Thinkplus Investments Limited, a corporation incorporated under the laws of the Cayman Islands, whose registered address is Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies, hereinafter referred to as the “Lender”;
VOTING AGREEMENT by and among VANCEINFO TECHNOLOGIES INC. and TIAK KOON LOH Dated as of August 10, 2012Voting Agreement • August 13th, 2012 • VanceInfo Technologies Inc. • Services-computer programming services • New York
VOTING AGREEMENT, dated as of August 10, 2012 (this “Agreement”), by and among VanceInfo Technologies Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“VanceInfo”), and Tiak Koon Loh, a natural person (the “Shareholder”).
Premises Lease ContractPremises Lease Contract • May 15th, 2009 • VanceInfo Technologies Inc. • Services-computer programming services
After friendly consultations conducted in accordance with the principles of equality and free will and pursuant to the Contract Law of the People’s Republic of China, the Law of the Peoples Republic of China on the Administration of the Urban Real Estate and other relative Chinese Laws and regulations, Party A and Party B, for the purpose of specifying their respective rights and obligations, hereby enter into this Contract which shall be binding on both Parties hereto.
VOTING AGREEMENT by and among VANCEINFO TECHNOLOGIES INC., GRANITE GLOBAL VENTURES (Q.P.) L.P., GRANITE GLOBAL VENTURES L.P., GRANITE GLOBAL VENTURES II L.P., AND GGV II ENTREPRENEURS FUND L.P. Dated as of August 10, 2012Voting Agreement • August 13th, 2012 • VanceInfo Technologies Inc. • Services-computer programming services • New York
VOTING AGREEMENT, dated as of August 10, 2012 (this “Agreement”), by and among VanceInfo Technologies Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“VanceInfo”), Granite Global Ventures (Q.P.) L.P., a limited partnership formed under the laws of Delaware, Granite Global Ventures L.P., a limited partnership formed under the laws of Delaware, Granite Global Ventures II L.P., a limited partnership formed under the laws of Delaware and GGV II Entrepreneurs Fund L.P., a limited partnership formed under the laws of Delaware (collectively, the “Shareholders” and, individually, a “Shareholder”).
Share Grant Agreement Worksoft Creative Software Technology Ltd. Thinkplus Investments Limited AND Beijing SunBridges Technologies Development Co., Ltd. Lu Guangming Chen LuShare Grant Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
Technical Service AgreementTechnical Service Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Georgia
This Base Agreement (“Base Agreement”) dated as of 2004-09-13 (“Effective Date”), between International Business Machine China Company Limited (“Buyer”) and Worksoft Creative Software Ltd. (“Supplier”), establishes the basis for a multinational procurement relationship under which Supplier will provide Buyer the Deliverables and Services described in SOWs issued under this Base Agreement. Deliverables and Services acquired by Buyer on or after the Effective Date will be covered by this Base Agreement. This Base Agreement will remain in effect until terminated.
FOUNDER LOAN AGREEMENTLoan Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS LOAN AGREEMENT (this “Agreement”), dated March 10, 2005, between Button Software Limited and Team Dragon International Limited, each a company organized under the laws of the British Virgin Islands, (each a “Borrower” and, collectively, the “Borrowers”), Chen Shuning and Xu Jinzhou (collectively, the “Founders” and each, a “Founder”) and Thinkplus Investments Limited, a company organized under the laws of the British Virgin Islands (the “Lender”).
Dated April 1, 2007 Thinkplus Investments Limited (as the issuer) AND Airland International Limited Bizexpress Limited (as the subscriber) Subscription AgreementSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
THIS SUBSCRIPTION AGREEMENT (“this Agreement”) is entered into by and between the parties below in Beijing, China as of April 1, 2007:
Dated July 29, 2007 Thinkplus Investments Limited (as the issuer) AND Cypress Hill Holdings Limited Fortune Sea International Limited Million International Limited (as the subscriber) Subscription AgreementSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
THIS SUBSCRIPTION AGREEMENT (“this Agreement”) is entered into by and between the parties below in Beijing, China as of July 29, 2007:
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 13th, 2012 • VanceInfo Technologies Inc. • Services-computer programming services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, of VanceInfo Technologies Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Dated March 31, 2007 Thinkplus Investments Limited (as the Lender) AND Airland International Limited Bizexpress Limited (as the Borrower) Loan AgreementLoan Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
Thinkplus Investments Limited., a corporation incorporated under the laws of the Cayman Islands, whose registered address is Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies, hereinafter referred to as the “Company”;
Dated March 31, 2007 Thinkplus Investments Limited (as the issuer) AND One Silver Development Limited (as the subscriber) Subscription AgreementSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
Each Party must use its reasonable endeavors to obtain the fulfillment of the conditions precedent as described under Article 2.3, including procuring the performance by a third party. The Parties must keep each other informed of any circumstance which may result in any condition precedent under Article 2.3 not being satisfied in accordance with its terms hereof.
SHARE PLEDGE AGREEMENTShare Pledge Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS SHARE PLEDGE AGREEMENT, dated as of March 10, 2005 (this “Agreement”), by and among Thinkplus Investments Limited, a company organized under the laws of the British Virgin Islands (the “Lender”), Button Software Limited, a company organized under the laws of the British Virgin Islands (“Button”), and Team Dragon International Limited, a company organized under the laws of the British Virgin Islands (“Dragon”, and collectively with Button, the “Borrowers” and each, a “Borrower”).
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 11th, 2011 • VanceInfo Technologies Inc. • Services-computer programming services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, of VanceInfo Technologies Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exclusive Technical Development and Consulting AgreementExclusive Technical Development and Consulting Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
THIS EXCLUSIVE TECHNICAL DEVELOPMENT AND CONSULTING AGREEMENT (“this Agreement”) is entered into by the parties below in Beijing as of March 31, 2007:
VANCEINFO TECHNOLOGIES INC. 2,200,000 Ordinary Shares (par value US$0.001 per share) Each represented by American Depositary Shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2010 • VanceInfo Technologies Inc. • Services-computer programming services • New York
Dated May 31, 2007 Thinkplus Investments Limited (as the issuer) AND Global Mission Limited (as the subscriber) Subscription AgreementSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
Thinkplus Investments Limited, a corporation incorporated under the laws of the Cayman Islands, whose registered address is Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies, hereinafter referred to as the “Company”;
Asset Transfer Agreement Worksoft Creative Software Technology Ltd. AND Beijing SunBridges Technologies Development Co., Ltd. December 1, 2006Asset Transfer Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
Whenever used in this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:
Equity Transfer Contract Regarding Beijing Chosen Technology Co., Ltd. Between Worksoft Creative Software Technology Ltd. ANDEquity Transfer Contract • November 23rd, 2007 • VanceInfo Technologies Inc.
