FORM OF INDEMNIFICATION AGREEMENTIndemnification 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.
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
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale 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:
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 CHARGEDeed of Share Charge • June 17th, 2010 • HiSoft Technology International LTD • 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:
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,
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
STOCK TRANSFER AGREEMENTStock Transfer Agreement • June 17th, 2010 • HiSoft Technology International LTD • Hong Kong
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;
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:
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.
TRANSLATION FOR REFERENCE ONLY BINDING MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 17th, 2010 • HiSoft Technology International LTD • 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:
SUPPLEMENTARY AGREEMENTSupplementary Agreement • June 17th, 2010 • HiSoft Technology International LTD • Beijing
AGREEMENT CONCERNING CHANGE OF THE PROMOTER OF DALIAN HAIHUI SOFTWARE TRAINING CENTERAgreement Concerning Change of the Promoter • June 17th, 2010 • HiSoft Technology International LTD
LOAN AGREEMENT Between Yuanming Li And HiSoft Technology (Dalian) Co., Ltd. Dated as of January 23, 2008Loan Agreement • June 17th, 2010 • HiSoft Technology International LTD
HISOFT TECHNOLOGY INTERNATIONAL LIMITED SECOND 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,
TRANSLATION FOR REFERENCE ONLY Advisor Engagement AgreementAdvisor Engagement Agreement • June 17th, 2010 • HiSoft Technology International LTD • Hong Kong
