AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

Exhibit 4.17

AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

THIS AMENDMENT (“Amendment”) effective on April 22, 2010 (“Amendment Effective Date”) to that certain RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (“Agreement”), dated as of December 23, 2009 (the “Signing Date”) , is entered into by and among the following parties (hereinafter referred to individually as a “Party” or collectively as “Parties”):

iSoftStone Holdings Limited, a Cayman Islands exempted company (the “Company”), and

Tekventure Limited, a British Virgin Islands business company (“Tekventure”),

United Innovation (China) Limited, a British Virgin Islands business company (“UIL”),

XXX Xxxxxxx (PRC Passport#X00000000),

XXXX Xxxx (also known as Xxxxx XXXX) (PRC ID#110108196906281814),

the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 2 to the Agreement as existing holders of Series A Preference Shares of the Company (the “Series A Holders”);

the entities set forth in the Schedule of Series B Shareholders attached as Schedule 3 to the Agreement as existing holders of Series B Preference Shares of the Company (the “Series B Holders”); and

the entities set forth in the Schedule of Investors attached hereto as Amended Schedule 4 as holders of the Company’s Convertible Notes (the “Note Holders”).

Each of the parties referred here is individually a “Party”, and collectively “Parties”.

The terms defined herein should have the same meaning as in the Agreement.

RECITALS

A. WHEREAS, the Company and the Founders deem it advisable and in the best interests of each Party hereto to issue an additional US$5 million principal amount of the convertible note in the form of the Convertible Note to Hua Ying Management Co., Limited (“Hua Ying”) in order to advance the Company’s long-term business interests;

B. WHEREAS, Section 8.13 of the Agreement expressly permits the Agreement to be amended by an instrument in writing signed on behalf of each of the Parties hereto;

C. WHEREAS, each of the respective Parties to the Agreement hereby agree to amend the terms of the Agreement relating to Hua Ying’s subscription of the convertible note.

D. WHEREAS, for value received, the sufficiency of which is hereby acknowledged, each Party to the Agreement hereby executes this Amendment in accordance with Section 8.13 of the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth below, the parties agree as follows:

I AMENDMENT OF AGREEMENT

1.1 Effective from the Amendment Effective Date, each of the following definitions appearing in Section I (Definitions) of the Agreement shall be, and is hereby amended and re-stated in its entirety as follows:

“Majority Note Holders” shall mean (i) where the aggregate Principal Amount of the Convertible Notes issued under the Convertible Note Purchase Agreement is US$30 million or more, the Note Holder(s) who hold(s) more than fifty percent (50%) of the aggregate principal amount of all of the Convertible Notes outstanding at the time of determination, or (ii) where the aggregate Principal Amount of the Convertible Notes issued under the Convertible Note Purchase Agreement is less than US$30 million, the Note Holder(s) who hold(s) more than sixty-six percent (66%) of the aggregate principal amount of all of the Convertible Notes outstanding at the time of determination.

1.2 Schedule 4 of the Agreement shall be amended and restated to read as follows:

Schedule of Note Holders

Name of Note Holders		Address for Notices
CSOF Technology Investments Limited		8/F, Industrial Bank Building, 4013 Xxxxxxx Xxxx,
		Xxxxxxxx 000000, Xxxxx
		Tel:		00-000-00000000/00000000(direct)
		Fax:		00-000-00000000
		Attn:		Feng Xx
XxxXxxxxx China Special Opportunities Fund II, LP		8/F, Industrial Bank Building, 4013 Xxxxxxx Xxxx,
		Xxxxxxxx 000000, Xxxxx
		Tel:		00-000-00000000/00000000 (direct)
		Fax:		00-000-00000000
		Attn:		Xxxx Xx
Asia Ventures II L.P.		c/o		FIL Capital Management (Hong Kong)
				Limited
				Suites 7013 - 7015, 70th Floor
				Two International Finance Center
				0 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx SAR
				Tel:		x000.0000.0000 (main)
						x000.0000.0000 (direct)
				Fax:		x000.0000.0000
				Attn:		Xxx Xxxx

Name of Note Holders		Address for Notices
AsiaVest Opportunities Fund IV		c/o		Taipei office’s address:
				11/F, 000 Xxxx Xxxxx Xxxx, Xxx Xx
				Xxxxxxxx
				Xxxxxx 000, Xxxxxx
				Tel:		+886.227972989*310
				Fax:		+886.227978289
				Attn:		Xxxxx Xxx
Infotech Pacific Ventures, L.P.		Rm. 203, Cyber Tower B
		Xx. 0 Xxxxxxxxxxxxx Xxx Xx Xxx
		Xxxxxxx Xxxxxxxx, Xxxxxxx 000000
		P.R. China
		Tel:		x00.00.0000.0000
		Fax:		x00.00.0000.0000
		Attn:		Liu Tingru
Mitsui Ventures Global Fund		x/x		XXX Xxxxxxxxxxx Xxxxxxx Xxxxxx
				Xx. 0000, Xxxxx World Tower 1
				China World Xxxxx Xxxxxx
				Xx. 0 Xxxxxxxxxxxxx Xxxxxx
				Xxxxxxx 000000, P.R. China
				Tel:		x00.00.0000.0000
				Fax:		x00.00.0000.0000
				Attn:		Xxxxxxx Xxxxxxxx, Principal
				e-mail:		x.xxxxxxxx@xxx.xxx.xx
		With copy to:
				MVC Corporation
				KDDI Otemachi Bldg, 00X, 0-0-0,
				Xxxxxxxx, Xxxxxxx-xx, Xxxxx 000-0000,
				XXXXX
				Tel:		00-0-0000-0000
				Fax:		00-0-0000-0000
				Attn:		Xxxxxxxxx Xxxxxx, President & CEO
				e-mail:		xxxxxx@xxxxxxxxxxxxxx.xxx
Jinyuan Development (Hong Kong) Company Limited		No. 879, Hongqiao Road, Wuxi, Jiangsu
		Attn:		Xxxx Xxxxxxx
Hua Ying Management Co., Limited		2001-2005, The Center, 00 Xxxxx’x Xxxx, Xxxxxxx, Xxxx Xxxx
		Attn:		Guo Ping

1.3 Each Party hereby re-affirms that to the extent that the terms and conditions contained in the Agreement and its attached Schedules and Exhibits conflict in any way with the this Amendment, including Amended Schedule 4 and the definition hereto, this Amendment shall prevail.

1.4 Except as otherwise provided in this Amendment, all other provisions of the Agreement shall continue to be in full force and effect and continue to be valid and binding upon the parties. All references to “the Agreement” in the Agreement and its attached Schedules and Exhibits shall be deemed to be references to the Agreement as amended by this Amendment.

1.5 Hua Ying, by the execution of this Amendment hereafter become bound by the terms and conditions of the Agreement and to the Company itself to adhere to and be bound by and subject to all the duties, burdens and obligations of a holder of the Convertible Notes imposed thereto and all documents expressed in writing to be supplemental or ancillary to the Agreement from time to time. All reference to the “Investors” in the Agreement as amended by this Amendment and its attached Schedules and Exhibit shall be deemed to include Hua Ying.

IN WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal and Co-sale Agreement as of the day and year herein above first written.

COMPANY
iSOFTSTONE HOLDINGS LIMITED
By		/s/ Xxxxxxx Xxx
Print Name: Title:
FOUNDERS:
TEKVENTURE LIMITED						UNITED INNOVATION (CHINA) LIMITED
By		/s/ Xxxxxxx Xxx				By		/s/ Xxxx Xxxx
Print Name: Title:						Print Name: Title:
/s/ Xxxxxxx Xxx						/s/ Xxxx Xxxx
XXX, Xxxxxxx , as an individual						XXXX, Xxxx (also known as Xxxxx XXXX), as an individual

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT TO ROFR

SERIES A HOLDERS:

AsiaVest Opportunities Fund IV						Infotech Ventures Cayman Company
By		/s/ X. X. Xxxxx				By		/s/ Liu Tingru
Print Name: X. X. Xxxxx Title: Managing Director						Print Name: Liu Tingru Title: General Partner

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT TO ROFR

SERIES B HOLDERS:

FIDELITY ASIA VENTURES FUND L.P.						FIDELITY ASIA PRINCIPALS FUND L.P.
By: Fidelity Asia Partners, L.P., its General Partner						By: Fidelity Asia Partners, L.P., its General Partner
By: FIL Asia Ventures Limited, its General Partner						By: FIL Asia Ventures Limited, its General Partner
By:		/s/ Xxxxx Pelvang				By:		/s/ Xxxxx Pelvang
Name: Xxxxx Pelvang Title: Director						Name: Xxxxx Pelvang Title: Director
MITSUI VENTURES GLOBAL FUND						AsiaVest Opportunities Fund IV
By MVC Corporation as its general partner
By		/s/ Xxxxxxxxx Xxxxxx				By		/s/ X.X. Xxxxx
Print Name: Xxxxxxxxx Xxxxxx Title: President & CEO						Print Name: X.X. Xxxxx Title: Managing Director
Infotech Pacific Ventures, L.P.
By		/s/ Liu Tingru
Print Name: Liu Tingru Title: General Partner

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT TO ROFR

NOTE HOLDERS:

CSOF TECHNOLOGY INVESTMENTS LIMITED						SEABRIGHT CHINA SPECIAL OPPORTUNITIES FUND II, LP
By:		/s/ Kiril IP				By:		/s/ Ying PAN
Name: Kiril IP Title: Authorized Signatory						Name: Ying PAN Title: Authorized Signatory
ASIA VENTURES II L.P.						MITSUI VENTURES GLOBAL FUND By MVC Corporation as its general partner
By:		/s/ Xxxxx Pelvang				By		/s/ Xxxxxxxxx Xxxxxx
Name: Xxxxx Pelvang Title: Director						Name: Xxxxxxxxx Xxxxxx Title: President & CEO
FIL Capital Management Limited as General Partner
						INFOTECH PACIFIC VENTURES, L.P.
ASIAVEST OPPORTUNITIES FUND IV
						By		/s/ Liu Tingru
By		/s/ X. X. Xxxxx				Name: Liu Tingru Title: General Partner
Name: X. X. Xxxxx Title: Managing Director

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT TO ROFR

JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED
By:		/s/ Xxxx Xxxx Tao
Name: Xxxx Xxxx Tao Title: Chairman

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT TO ROFR

Hua Ying Management Co., Limited
By:		/s/ Ping Guo
Name: Title:

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT TO ROFR