0000927089-02-000251 Sample Contracts

Contract
Vsource Inc • October 28th, 2002 • Services-business services, nec • New York

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

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VSOURCE, INC. STOCKHOLDERS AGREEMENT Dated as of October 25, 2002
Stockholders Agreement • October 28th, 2002 • Vsource Inc • Services-business services, nec • New York
VSOURCE, INC. REGISTRATION RIGHTS AGREEMENT Dated as of October 25, 2002
Registration Rights Agreement • October 28th, 2002 • Vsource Inc • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of October 25, 2002 by and among Vsource, Inc., a Delaware corporation (the "Company"), the Founder Investors listed on Schedule A (the "Founder Investors") and the other Investors listed on Schedule A (together with the Founder Investors, the "Investors").

VSOURCE, INC. SERIES 4-A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of October 23, 2002
Convertible Preferred Stock Purchase Agreement • October 28th, 2002 • Vsource Inc • Services-business services, nec • New York

THIS SERIES 4-A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made as of October 23, 2002 by and among Vsource, Inc., a Delaware corporation (the "Company"), the purchasers initially listed on Schedule 1 hereto (the "Initial Investors"), and each other purchaser who becomes a party to this Agreement pursuant to the provisions of Section 1.2(d) hereof (the "Additional Investors", and together with the Initial Investors, the "Investors").

VSOURCE, INC. CONVERTIBLE SECURITIES EXCHANGE AGREEMENT
Convertible Securities Exchange Agreement • October 28th, 2002 • Vsource Inc • Services-business services, nec • New York

THIS CONVERTIBLE SECURITIES EXCHANGE AGREEMENT (this "Agreement") is made as of October 23, 2002 by and among the security holders set forth on Exhibit A attached hereto (the "Security Holders") and Vsource, Inc., a company organized under the laws of the State of Delaware (the "Company").

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