FORM OF STOCKHOLDER VOTING AGREEMENT DATED JUNE 12, 2003 BY AND AMONG THE INVESTORS AND CERTAIN OTHER SHAREHOLDERS OF THE ISSUER STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • July 3rd, 2003 • Vsource Inc • Services-prepackaged software • Delaware
THIS STOCKHOLDER VOTING AGREEMENT is made and entered into on June , 2003, by and among Capital International Asia CDPQ Inc., a Canadian corporation (“CDPQ”), Quilvest Asian Equity Ltd., a British Virgin Islands corporation (“Quilvest”), Mercantile Capital Partners I, LP, an Illinois limited partnership (“Mercantile”), Asia Internet Investment Group I, LLC, a Delaware limited liability company (“AIIG”), BAPEF Investments XII Ltd., a British Virgin Islands corporation (“BAPEF”), and Stonehenge Opportunity Fund, LLC, a Delaware limited liability company (“Stonehenge”) (collectively referred to as the “Stockholders” and individually referred to as a “Stockholder”).
FORM OF SIDE LETTER, DATED JUNE 12, 2003, BY AND AMONG THE INVESTORS AND TEAM AMERICA, INC. CDP/QUILVEST SIDE LETTERSide Letter Agreement • July 3rd, 2003 • Vsource Inc • Services-prepackaged software
In consideration of each of Capital International Asia CDPQ, Inc. (“CDP”) and Quilvest Asian Equity Ltd. (“Quilvest”) agreeing that a “Qualifying Sale” (as defined in the Certificate of Designation for the Series 4-A Preferred Stock and the related Warrants) has occurred in connection with the merger of Vsource, Inc. with TEAM America, Inc. (the “Company”), the Company and each of CDP and Quilvest agree to the following:
