INDEMNIFICATION AGREEMENTIndemnification Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2007 by and between VanceInfo Technologies Inc. , a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
DEPOSIT AGREEMENTDeposit Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
DEPOSIT AGREEMENT dated as of , 2007 (the “Deposit Agreement”) among VANCEINFO TECHNOLOGIES INC. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of by and between Thinkplus Investments Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [Mr.][Ms.] ( ), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
EMPLOYMENT CONTRACT OF SENIOR EXECUTIVEEmployment Contract • November 23rd, 2007 • VanceInfo Technologies Inc.
Worksoft Creative Software Technology Ltd., a limited liability company incorporated under the laws of the People’s Republic of China, with its registered office at 3F, No.8 Building, Zhongguancun Software Park, 8 Dongbeiwang West Road, Haidian District, Beijing (hereinafter referred to as “Company”); and
Asset Transfer Agreement Worksoft Creative Software Technology Ltd. AND SureKAM Co., Ltd. September 6, 2005Asset Transfer Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
Whenever used in this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
Dragon, Inno and Button are referred to collectively herein as the “Ordinary Shareholders”, and each, an “Ordinary Shareholder”. Button and Dragon are referred to collectively herein as “Founder Entities”, and each, a “Founder Entity”. The Ordinary Shareholders and the Founders are referred to collectively herein as the “Seller Parties”, and each, a “Seller Party”. Legend, DCM and Harper are referred to collectively herein as the “Investors”, and each, an “Investor”. The Company and the Subsidiaries are referred to collectively herein as the “Group Companies”, and each, a “Group Company”.
SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS SERIES B PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 28, 2006 by and among Thinkplus Investments Limited, a company organized under the laws of the Cayman Islands (the “Company”); Worksoft Creative Software Technology Co., Ltd. , a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of the Company (the “PRC Subsidiary”); WorkSoft Creative Software Technology Limited, a company organized under the laws of the British Virgin Islands (the “BVI Subsidiary”); Worksoft Creative Software Technology, Inc., a corporation organized and existing under the laws of Delaware (the “U.S. Subsidiary”); those certain holders of the ordinary shares of the Company listed in Schedule A hereto (collectively, the “Seller Parties”, and each, a “Seller Party”); and those investors listed in Schedule B hereto (collectively, the “Investors”, and each, an “Investor”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2006 by and among Thinkplus Investments Limited, a company organized under the laws of the Cayman Islands (the “Company”); Worksoft Creative Software Technology Co., Ltd. a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of the Company (the “PRC Subsidiary”); WorkSoft Creative Software Technology Limited, company organized under the laws of the British Virgin Islands (the “BVI Subsidiary”); Worksoft Creative Software Technology, Inc. a corporation organized and existing under the laws of Delaware (the “U.S. Subsidiary”); Chen Shuning and David Lifeng Chen (collectively, the “Founders” and each, a “Founder”); Button Software Ltd., a company organized under the laws of the British Virgin Islands (“Button” or the “Founder Entity”); those certain holders of ordinary shares of the Company listed in Schedule A hereto (collectively, the “Or
Premises Lease ContractPremises Lease Contract • November 23rd, 2007 • VanceInfo Technologies Inc.
After friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have entered into this Contract in accordance with the Contract Law of the People’s Republic of China, the Law of the Peoples Republic of China on the Administration of the Urban Real Estate and other relative Chinese Laws and regulations,
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 6th day of September, 2005 by and between Thinkplus Investments Limited, a company organized under the laws of the British Virgin Islands (the “Company”), and Sures Corporation Limited, a company organized under the laws of the British Virgin Islands (the “Subscriber”).
MASTER SERVICES AGREEMENT AND INTELLECTUAL PROPERTY ASSIGNMENTMaster Services Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
This Master Services Agreement and Intellectual Property Assignment (“Agreement”) is made and entered into as of the 1st day November, 2005 (the “Effective Date”) by and between Worksoft Creative Software Technology Ltd. (“Company”) and Microsoft (China) Co. Ltd. (“Microsoft”). Intending to be legally bound, Microsoft and Company agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated on September 15, 2006 in the Company’s office at Zhongguancun Software Park, Building 8, 3rd Floor, Beijing, and is made
Dated March 15, 2007 Thinkplus Investments Limited (as the Lender) AND Yu Hao, Wei Wei (as the Borrower) AND Beijing Innovation Technology Co., Ltd. (ITC) AND Ultra Link Holdings Limited Space Link Holdings Limited (as the Pledgor) Loan AgreementLoan Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
Thinkplus Investments Limited, a corporation incorporated under the laws of the Cayman Islands, whose registered address is Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies, hereinafter referred to as the “Lender”;
Share Grant Agreement Worksoft Creative Software Technology Ltd. Thinkplus Investments Limited AND Beijing SunBridges Technologies Development Co., Ltd. Lu Guangming Chen LuShare Grant Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
Technical Service AgreementTechnical Service Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Georgia
This Base Agreement (“Base Agreement”) dated as of 2004-09-13 (“Effective Date”), between International Business Machine China Company Limited (“Buyer”) and Worksoft Creative Software Ltd. (“Supplier”), establishes the basis for a multinational procurement relationship under which Supplier will provide Buyer the Deliverables and Services described in SOWs issued under this Base Agreement. Deliverables and Services acquired by Buyer on or after the Effective Date will be covered by this Base Agreement. This Base Agreement will remain in effect until terminated.
FOUNDER LOAN AGREEMENTLoan Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS LOAN AGREEMENT (this “Agreement”), dated March 10, 2005, between Button Software Limited and Team Dragon International Limited, each a company organized under the laws of the British Virgin Islands, (each a “Borrower” and, collectively, the “Borrowers”), Chen Shuning and Xu Jinzhou (collectively, the “Founders” and each, a “Founder”) and Thinkplus Investments Limited, a company organized under the laws of the British Virgin Islands (the “Lender”).
Dated April 1, 2007 Thinkplus Investments Limited (as the issuer) AND Airland International Limited Bizexpress Limited (as the subscriber) Subscription AgreementSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
THIS SUBSCRIPTION AGREEMENT (“this Agreement”) is entered into by and between the parties below in Beijing, China as of April 1, 2007:
Dated July 29, 2007 Thinkplus Investments Limited (as the issuer) AND Cypress Hill Holdings Limited Fortune Sea International Limited Million International Limited (as the subscriber) Subscription AgreementSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
THIS SUBSCRIPTION AGREEMENT (“this Agreement”) is entered into by and between the parties below in Beijing, China as of July 29, 2007:
Dated March 31, 2007 Thinkplus Investments Limited (as the Lender) AND Airland International Limited Bizexpress Limited (as the Borrower) Loan AgreementLoan Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
Thinkplus Investments Limited., a corporation incorporated under the laws of the Cayman Islands, whose registered address is Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies, hereinafter referred to as the “Company”;
Dated March 31, 2007 Thinkplus Investments Limited (as the issuer) AND One Silver Development Limited (as the subscriber) Subscription AgreementSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
Each Party must use its reasonable endeavors to obtain the fulfillment of the conditions precedent as described under Article 2.3, including procuring the performance by a third party. The Parties must keep each other informed of any circumstance which may result in any condition precedent under Article 2.3 not being satisfied in accordance with its terms hereof.
SHARE PLEDGE AGREEMENTShare Pledge Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
THIS SHARE PLEDGE AGREEMENT, dated as of March 10, 2005 (this “Agreement”), by and among Thinkplus Investments Limited, a company organized under the laws of the British Virgin Islands (the “Lender”), Button Software Limited, a company organized under the laws of the British Virgin Islands (“Button”), and Team Dragon International Limited, a company organized under the laws of the British Virgin Islands (“Dragon”, and collectively with Button, the “Borrowers” and each, a “Borrower”).
Exclusive Technical Development and Consulting AgreementExclusive Technical Development and Consulting Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
THIS EXCLUSIVE TECHNICAL DEVELOPMENT AND CONSULTING AGREEMENT (“this Agreement”) is entered into by the parties below in Beijing as of March 31, 2007:
Dated May 31, 2007 Thinkplus Investments Limited (as the issuer) AND Global Mission Limited (as the subscriber) Subscription AgreementSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
Thinkplus Investments Limited, a corporation incorporated under the laws of the Cayman Islands, whose registered address is Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies, hereinafter referred to as the “Company”;
Asset Transfer Agreement Worksoft Creative Software Technology Ltd. AND Beijing SunBridges Technologies Development Co., Ltd. December 1, 2006Asset Transfer Agreement • November 23rd, 2007 • VanceInfo Technologies Inc.
Whenever used in this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:
Equity Transfer Contract Regarding Beijing Chosen Technology Co., Ltd. Between Worksoft Creative Software Technology Ltd. ANDEquity Transfer Contract • November 23rd, 2007 • VanceInfo Technologies Inc.
Equity Transfer Contract Regarding Beijing Prosoft Software Technology Co., Ltd. Between Worksoft Creative Software Technology Ltd. AND Shenzhen Yungong Investment Co., Ltd. AND Zhang Hong, Chen Wei, Ma Li and Zhao LinEquity Transfer Contract • November 23rd, 2007 • VanceInfo Technologies Inc.
Equity Transfer Contract Regarding Beijing Innovation Technology Co., Ltd. Between Worksoft Creative Software Technology Ltd. AND Yu Hao and Wei WeiEquity Transfer Contract • November 23rd, 2007 • VanceInfo Technologies Inc.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • Hong Kong
Thinkplus Investments Limited (the “Company”), incorporated under the laws of Cayman Islands with its registered office at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies;
WARRANT TO PURCHASE SERIES B-3 PREFERRED SHARES OF THINKPLUS INVESTMENTS LIMITEDWarrant Agreement • November 23rd, 2007 • VanceInfo Technologies Inc. • New York
This Warrant (the “Warrant”), dated April 28, 2006, is issued to Holders (the “Holder”), by Thinkplus Investments Limited, an exempted company organized under the laws of the Cayman Islands (the “Company”) in consideration of the Holder’s investment in the Series B-1 Preferred Shares, par value US$0.001 per share, and Series B-2 Preferred Shares, par value US$0.001 per share (collectively, the “Series B Preferred Shares”) of the Company pursuant to that certain Series B Preferred Share Purchase Agreement, dated as of April 28, 2006 (the “Series B Purchase Agreement”), by and among the Company, Holder, certain other Investors in the Series B Preferred Shares and other parties, as well as for other consideration, the adequacy and sufficiency of which is hereby acknowledged by the Company. Capitalized terms not otherwise defined in this Warrant shall have the meanings attributed to them in the Series B Purchase Agreement.
Equity Transfer Contract Regarding Shanghai Solutions Software Co., Ltd. Between Worksoft Creative Software Technology Ltd. AND Zhang Jilun Shi RongbinEquity Transfer Contract • November 23rd, 2007 • VanceInfo Technologies Inc.
Equity Transfer ContractEquity Transfer Contract • November 23rd, 2007 • VanceInfo Technologies Inc.
TRANSFEROR Tang Jinsong (hereinafter referred to as “Party A”) and TRANSFEREE Thinkplus Investments Limited (hereinafter referred to as “Party B”) hereby enter into this Contract.
