AGREEMENT AND PLAN OF MERGER among BCP (SINGAPORE) VI CAYMAN ACQUISITION CO. LTD. BCP (SINGAPORE) VI CAYMAN FINANCING CO. LTD. BCP (SINGAPORE) VI CAYMAN MERGER CO. LTD. and PACTERA TECHNOLOGY INTERNATIONAL LTD. Dated as of October 17, 2013Agreement and Plan of Merger • October 17th, 2013 • Pactera Technology International Ltd. • Services-computer programming services • New York
AGREEMENT AND PLAN OF MERGER, dated as of October 17, 2013 (this “Agreement”), among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Midco”), and BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Midco (“Merger Sub”), and Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 17th, 2010 • HiSoft Technology International LTD • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of •, 2010, by and between HiSoft Technology International Limited, an exempted company duly incorporated and validly existing under the Law of the Cayman Islands (the “Company”), and • (the “Indemnitee”), [a director/an officer] of the Company.
JOINDER AGREEMENTJoinder Agreement • May 29th, 2013 • Pactera Technology International Ltd. • Services-computer programming services • New York
Reference is hereby made to the Consortium Agreement, dated May 19, 2013, as amended, modified or supplemented from time to time (the “Consortium Agreement”), among the Senior Management Members named therein and Red Pebble Acquisition Co Pte. Ltd., a company organized under the laws of Singapore (the “Sponsor”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Consortium Agreement.
PACTERA TECHNOLOGY INTERNATIONAL LIMITED 2011 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 13th, 2012 • Pactera Technology International Ltd. • Services-computer programming services
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , (hereinafter called the “Date of Grant”), between Pactera Technology International Ltd., a corporation incorporated in the Cayman Islands and its successors (hereinafter called the “Company”), and (hereinafter called the “Participant”):
HISOFT TECHNOLOGY INTERNATIONAL LIMITED THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 17th, 2010 • HiSoft Technology International LTD • New York
the persons listed on the Schedule of Restricted Parties attached hereto as Schedule 1 (each a “Restricted Party,” and collectively, the “Restricted Parties”) on the one hand,
HiSoft Technology International Limited [•] American Depositary Shares Representing [•] Common Shares (Par Value $0.0001 Per Common Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2010 • HiSoft Technology International LTD • New York
into or exchangeable for Common Share or ADSs) or enter into any Hedging Transaction (as defined below) relating to Common Share or ADSs (each of the foregoing referred to as a “Disposition”) during the period specified in the following paragraph (the “Lock-Up Period”). The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period even if the securities would be disposed of by someone other than the undersigned; provided, however, that nothing in this paragraph shall preclude the undersigned from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company. “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with re
LIMITED GUARANTEELimited Guarantee • October 17th, 2013 • Pactera Technology International Ltd. • Services-computer programming services • New York
This LIMITED GUARANTEE is dated as of October 17, 2013 (this “Guarantee”), and is given by Blackstone Capital Partners (Cayman II) VI L.P. (the “Guarantor”), in favor of Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
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 • HiSoft Technology International LTD • 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”).
EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT (the “Contract”) is made on [xxx] (“Effective Date”) BETWEEN:-Employment Contract • June 17th, 2010 • HiSoft Technology International LTD
WHEREAS the Company has agreed to employ Executive and Executive has agreed to serve the Company as [xxx] and such other senior role as shall be determined by the Board of Directors, by providing the Company, and its subsidiaries (collectively the “Group” and each a “Group Company”) with the services hereinafter described on the terms and conditions set out below.
DEED OF SHARE CHARGEHiSoft Technology International LTD • June 17th, 2010 • Hong Kong
PROPERTY LEASE CONTRACTProperty Lease Contract • June 17th, 2010 • HiSoft Technology International LTD
NOW, THEREFORE, in accordance with the Contract Law of the People’s Republic of China and other relevant regulations, after reaching unanimity through consultation, Party A and Party B hereby enter into this Property Lease Contract (hereinafter, this “Contract”) setting forth the rights and obligations of both parties as follows:
HISOFT TECHNOLOGY INTERNATIONAL LIMITED 2011 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 20th, 2012 • HiSoft Technology International LTD • Services-computer programming services
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , (hereinafter called the “Date of Grant”), between HiSoft Technology International Limited, a corporation incorporated in the Cayman Islands (hereinafter called the “Company”), and (hereinafter called the “Participant”):
PACTERA TECHNOLOGY INTERNATIONAL LTD. DIRECTOR AGREEMENTDirector Agreement • April 25th, 2013 • Pactera Technology International Ltd. • Services-computer programming services • Hong Kong
This Director Agreement (the “Agreement”) is made and entered into as of November 9, 2012, by and between Pactera Technology International Ltd., a Cayman Islands company (the “Company”), and [XXX], an individual (the “Director”).
THIRD AMENDED EQUITY ACQUISITION OPTION AGREEMENTEquity Acquisition Option Agreement • June 17th, 2010 • HiSoft Technology International LTD
HiSoft Technology (Dalian) Co., Ltd., a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (“PRC”), whose registered office is at No. 33, Lixian Street, Qixianling Industrial Base, Hi-Tech Zone, Dalian, PRC (hereinafter known as “HiSoft”), on one side;
THIRD AMENDED STRATEGIC COOPERATION AGREEMENTStrategic Cooperation Agreement • June 17th, 2010 • HiSoft Technology International LTD
This Third Amended Strategic Cooperation Agreement (the “Agreement”) is entered into on Jan. 23, 2008 in Dalian, the People’s Republic of China (“PRC”) by and among the following entities,
Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. Tiak Koon Loh November 13, 2013 Dear SirsPactera Technology International Ltd. • November 22nd, 2013 • Services-computer programming services • New York
References are made to (i) the Consortium Agreement, dated as of May 19, 2013, among Red Pebble Acquisition Co Pte. Ltd. and the Senior Management Members named therein (the “Consortium Agreement”) and (ii) the Novation of Consortium Agreement, dated as of October 17, 2013, among Red Pebble Acquisition Co Pte. Ltd., Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. (“Sponsor”) and Tiak Koon Loh for and on behalf of each of the Senior Management Members. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Consortium Agreement.
SHARE TRANSFER AGREEMENT Among Yuanming Li Zhuohong Wang Xingwei Wang Qing He Jikui Tan And Jiuchang Wang Shi Li Xin Zhang Regarding Dalian Haihui Sci-Tech Co., Ltd. Dated as of January 23, 2008Share Transfer Agreement • June 17th, 2010 • HiSoft Technology International LTD
LAND USE RIGHT TRANSFER AGREEMENT REGARDING THE LAND (4,510.5 SQUARE METERS) LOCATED AT by and between Dalian Haihui Sci-Tech Co., Ltd. and Dalian Borui Information and Technology Co., Ltd. January 23, 2008Land Use Right Transfer Agreement • June 17th, 2010 • HiSoft Technology International LTD
Transferor: Dalian Haihui Sci-Tech Co., Ltd. (hereinafter, “Party A”) Registered Address: 35 Lixian Street, Ganjingzi District, Dalian Municipality, PRC
SUPPLEMENTARY AGREEMENT OF PROPERTY LEASE CONTRACTSupplementary Agreement • November 22nd, 2010 • HiSoft Technology International LTD • Services-computer programming services
PACTERA TECHNOLOGY INTERNATIONAL LTD. 2011 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTEquity Incentive Plan • November 13th, 2012 • Pactera Technology International Ltd. • Services-computer programming services
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , (hereinafter called the “Date of Grant”), between Pactera Technology International Ltd., a corporation incorporated in the Cayman Islands and its successors (hereinafter called the “Company”), and (hereinafter called the “Participant”):
Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. Tiak Koon Loh November 13, 2013 Dear SirsPactera Technology International Ltd. • January 30th, 2014 • Services-computer programming services • New York
References are made to (i) the Consortium Agreement, dated as of May 19, 2013, among Red Pebble Acquisition Co Pte. Ltd. and the Senior Management Members named therein (the “Consortium Agreement”) and (ii) the Novation of Consortium Agreement, dated as of October 17, 2013, among Red Pebble Acquisition Co Pte. Ltd., Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. (“Sponsor”) and Tiak Koon Loh for and on behalf of each of the Senior Management Members. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Consortium Agreement.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • June 17th, 2010 • HiSoft Technology International LTD • Hong Kong
INVESTMENT AGREEMENT among RED PEBBLE ACQUISITION CO PTE. LTD. and GRANITE GLOBAL VENTURES II L.P. and GGV II ENTREPRENEURS FUND L.P. Dated as of May 27, 2013Investment Agreement • May 29th, 2013 • Pactera Technology International Ltd. • Services-computer programming services
THIS INVESTMENT AGREEMENT (this “Agreement”) is made as of May 27, 2013, among Red Pebble Acquisition Co Pte. Ltd., an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Sponsor”), Granite Global Ventures II L.P. (“Granite II”) and GGV II Entrepreneurs Fund L.P. (“GGV II,” together with Granite II, the “Existing Shareholders”). Each of the Sponsor and the Existing Shareholders is referred to herein as a “Party” and collectively, the “Parties.”
TRADEMARK LICENSE AGREEMENT Between Dalian Haihui Sci-Tech Co., Ltd. And Dalian Haihui Software Training Center Regarding Word Trademark (Haihui) Dated as of January 23, 2008Trademark License Agreement • June 17th, 2010 • HiSoft Technology International LTD
This Trademark License Agreement (this “Agreement”) is made on January 23, 2008 in Dalian, the People’s Republic of China (“PRC”), by and between the following two parties:
THIRD AMENDED AND RESTATED VOTING RIGHTS AGREEMENTVoting Rights Agreement • June 17th, 2010 • HiSoft Technology International LTD • Beijing
HiSoft Technology (Dalian) Co., Ltd. , a wholly foreign-owned enterprise established under the laws of the People’s Republic of China (“PRC”), whose registered office is at No. 33, Lixian Street, Qixianling Industrial Base, Hi-Tech Zone, Dalian, PRC (hereinafter known as “HiSoft”), on one side;
Unaudited Pro Forma Consolidated Financial InformationPactera Technology International Ltd. • March 12th, 2014 • Services-computer programming services
As previously disclosed, on October 17, 2013, Pactera Technology International Ltd. ("Pactera" or the "Company") entered into the an Agreement and Plan of Merger (the "Merger Agreement") with BCP (Singapore) VI Cayman Acquisition Co. Ltd. ("Parent") and two of its wholly-owned direct and indirect subsidiaries, BCP (Singapore) VI Cayman Financing Co. Ltd. (the "Financing Co.") and BCP (Singapore) VI Cayman Merger Co. Ltd. ("Merger Sub"), pursuant to which Merger Sub will, subject to certain terms and conditions, merge with and into the Company with the Company being the surviving company (the "Merger"). Following the consummation of the Merger, the Company, as the surviving entity, will be a direct wholly owned subsidiary of the Financing Co. As a result of the Merger, certain funds affiliated with Blackstone and its affiliates and certain rollover shareholders (the "Investor Group"), through the ownership of Parent and its direct and indirect subsidiaries, will beneficially own all of
BUILDING PURCHASE AGREEMENT By and Between Dalian Haihui Sci-Tech Co., Ltd. and Dalian Borui Information and Technology Co., Ltd. January 23, 2008Building Purchase Agreement • June 17th, 2010 • HiSoft Technology International LTD
This Building Purchase Agreement (hereinafter, this “Agreement”) is entered into by and between the following parties on January 23, 2008:
PACTERA TECHNOLOGY INTERNATIONAL LIMITED 2011 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • November 13th, 2012 • Pactera Technology International Ltd. • Services-computer programming services
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , (hereinafter called the “Date of Grant”), between Pactera Technology International Ltd., a corporation incorporated in the Cayman Islands and its successors (hereinafter called the “Company”), and (hereinafter called the “Participant”):
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2013 • Pactera Technology International Ltd. • Services-computer programming services • Hong Kong
THIS EMPLOYMENT AGREEMENT is made on the [XXX] BETWEEN Pactera Technology International Ltd., a Cayman Islands company (the “Company”), and [XXX], an individual, (the “Executive”).
VEHICLE PURCHASE AGREEMENTVehicle Purchase Agreement • June 17th, 2010 • HiSoft Technology International LTD
This vehicle purchase agreement (this “Agreement”) is entered into by and between the following parties in Dalian, PRC on January 23, 2008:
HISOFT TECHNOLOGY INTERNATIONAL LIMITED SHARE INCENTIVE PLAN OPTION AGREEMENTOption Agreement • June 17th, 2010 • HiSoft Technology International LTD
THIS OPTION AGREEMENT (this “Option Agreement”) dated by and between HiSoft Technology International Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and (the “Participant”) evidences the option (the “Option”) granted by the Company to the Participant as to the number of the Company’s Ordinary Shares, par value US$0.0001 per share, first set forth below.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • May 29th, 2013 • Pactera Technology International Ltd. • Services-computer programming services
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
TRANSLATION FOR REFERENCE ONLY BINDING MEMORANDUM OF UNDERSTANDINGHiSoft Technology International LTD • June 17th, 2010 • Hong Kong
This binding memorandum of understanding (hereinafter, this “Memorandum”), dated as of September 30, 2007, is entered into and delivered by and among the following parties:
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • June 17th, 2010 • HiSoft Technology International LTD • New York
This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into as of August 17, 2007, among:
SUPPLEMENTARY AGREEMENTSupplementary Agreement • June 17th, 2010 • HiSoft Technology International LTD • Beijing
