AGREEMENT AND PLAN OF MERGER among BCP (SINGAPORE) VI CAYMAN ACQUISITION CO. LTD. BCP (SINGAPORE) VI CAYMAN FINANCING CO. LTD. BCP (SINGAPORE) VI CAYMAN MERGER CO. LTD. and PACTERA TECHNOLOGY INTERNATIONAL LTD. Dated as of October 17, 2013Merger Agreement • October 18th, 2013 • Chen Chris Shuning • Services-computer programming services • New York
AGREEMENT AND PLAN OF MERGER, dated as of October 17, 2013 (this “Agreement”), among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Midco”), and BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Midco (“Merger Sub”), and Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTEELimited Guarantee • October 18th, 2013 • Chen Chris Shuning • Services-computer programming services • New York
This LIMITED GUARANTEE is dated as of October 17, 2013 (this “Guarantee”), and is given by Blackstone Capital Partners (Cayman II) VI L.P. (the “Guarantor”), in favor of Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
NOVATION OF CONSORTIUM AGREEMENTNovation of Consortium Agreement • October 18th, 2013 • Chen Chris Shuning • Services-computer programming services • New York
THIS NOVATION OF CONSORTIUM AGREEMENT (this “Agreement”) is made and effective as of October 17, 2013 (the “Effective Date”) by and among: Tiak Koon Loh for and on behalf of each of the persons identified on Schedule A (each, a “Senior Management Member” and, collectively, the “Senior Management Members”) pursuant to Section 1.04 of the Consortium Agreement (as defined below); Red Pebble Acquisition Co Pte. Ltd., an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Red Pebble”); and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., a private limited company incorporated in Singapore, also an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Sponsor”).
CONTRIBUTION AGREEMENTContribution Agreement • October 18th, 2013 • Chen Chris Shuning • Services-computer programming services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2013 by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
VOTING AGREEMENTVoting Agreement • October 18th, 2013 • Chen Chris Shuning • Services-computer programming services • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2013, by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and certain shareholders of Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
October 17, 2013Letter Agreement • October 18th, 2013 • Chen Chris Shuning • Services-computer programming services • New York
This letter agreement sets forth the commitment of Blackstone Capital Partners (Cayman II) VI L.P. (“Sponsor”), on the terms and subject to the conditions contained herein, to purchase, or cause the purchase of, the equity of BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, in accordance with the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent, BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”) and BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability
NOVATION OF INVESTMENT AGREEMENTNovation of Investment Agreement • October 18th, 2013 • Chen Chris Shuning • Services-computer programming services • New York
THIS NOVATION OF INVESTMENT AGREEMENT (this “Agreement”) is made and effective as of October 17, 2013 (the “Effective Date”) by and among: each of the persons identified on Schedule A (each, an “Existing Shareholder” and, collectively, the “Existing Shareholders”); Red Pebble Acquisition Co Pte. Ltd., an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Red Pebble”); and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., a private limited company incorporated in Singapore, also an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Sponsor”).
CONTRIBUTION AGREEMENTContribution Agreement • October 18th, 2013 • Chen Chris Shuning • Services-computer programming services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2013 by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
VOTING AGREEMENTVoting Agreement • October 18th, 2013 • Chen Chris Shuning • Services-computer programming services • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2013, by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and certain shareholders of Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
