STOCKHOLDERS AGREEMENT by and among STREAM GLOBAL SERVICES, INC., ARES CORPORATE OPPORTUNITIES FUND II, L.P., EGS DUTCHCO, B.V., NEWBRIDGE INTERNATIONAL INVESTMENT LTD., MR. R. SCOTT MURRAY and TRILLIUM CAPITAL LLC Dated as of October 1, 2009Stockholders Agreement • October 2nd, 2009 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services • Delaware
Therefore, the parties hereto hereby agree that the Stockholders Agreement dated as of August 14, 2009 by and among the Company, Ares, PEP, Ayala, Mr. Murray and Trillium is hereby amended and restated in its entirety to read as follows:
Stream Global Services, Inc. 20 William Street, Suite 310 Wellesley, MA 02481Management Rights Agreement • October 2nd, 2009 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services
You have requested that the Company grant certain management rights to the Investor so that the purchase by the Investor of $150 million of Series A Convertible Preferred Stock issued by the Company pursuant to the Preferred Stock Purchase Agreement, dated as of August 7, 2008, among the Company, the Investor and the other parties thereto, as such agreement may be amended or otherwise modified from time to time, and 7,500,000 warrants purchased from certain stockholders of the Company pursuant to the Warrant Purchase Agreement, dated as of August 7, 2008 among the Investor and such stockholders, may qualify as a “venture capital investment” as described in clause (d)(3)(i) of the U.S. Department of Labor Regulations § 2510.3-101 (the “DOL Regulation”). This Agreement will confirm our agreement that, effective as of the closing of the transactions contemplated by the Share Exchange Agreement, dated as of August 14, 2009, among the Company and the other parties thereto, the Existing Agre
