DEPOSIT AGREEMENT by and among CAMELOT INFORMATION SYSTEMS INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2010Deposit Agreement • July 7th, 2010 • Camelot Information Systems Inc. • Services-computer programming services • New York
DEPOSIT AGREEMENT, dated as of [DATE], 2010, by and among (i) CAMELOT INFORMATION SYSTEMS INC., a company incorporated under the laws of the British Virgin Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Commitment LetterCamelot Information Systems Inc. • February 25th, 2014 • Services-computer programming services • New York
This letter agreement sets forth the commitment of the undersigned (the “Investor”), subject to (i) the terms and conditions contained herein, (ii) the terms and conditions contained in an agreement and plan of merger, a copy of which is attached hereto as Exhibit A (the “Merger Agreement”) to be entered into by and among Camelot Employee Scheme Inc., a British Virgin Islands business company with limited liability (“Parent”), Camelot Employee SubMerger Scheme INC., a British Virgin Islands business company with limited liability wholly owned by Parent (“Merger Sub”), and Camelot Information Systems Inc., a British Virgin Islands business company with limited liability (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, and (iii) the terms and conditions (with any conditions to funding therein t
Camelot Information Systems Inc. 13,333,334 American Depositary Shares Representing Four Ordinary Shares (no par value per share) Underwriting AgreementCamelot Information Systems Inc. • July 19th, 2010 • Services-computer programming services • New York
Camelot Information Systems Inc., a company limited by shares and incorporated in the British Virgin Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,166,667 American Depositary Shares, representing 36,666,668 ordinary shares, no par value per share (the “Ordinary Shares”), of the Company, and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 4,166,667 American Depositary Shares representing 16,666,668 Ordinary Shares and, at the election of the Underwriters, up to an additional 2,000,000 American Depositary Shares representing 8,000,000 Ordinary Shares. The aggregate of 13,333,334 American Depositary Shares representing 53,333,336 Ordinary Shares to be sold by the Company and the Selling Shareholders is he
Camelot Information Systems Inc. 7,160,206 American Depositary Shares Representing 28,640,824 Ordinary Shares (no par value per share) Underwriting AgreementUnderwriting Agreement • December 6th, 2010 • Camelot Information Systems Inc. • Services-computer programming services • New York
The shareholders of Camelot Information Systems Inc., a company limited by shares and incorporated in the British Virgin Islands (the “Company”), named in Schedule II hereto (the “Selling Shareholders"), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,160,206 American Depositary Shares, representing 28,640,824 ordinary shares, no par value per share (the “Ordinary Shares”), of the Company, and the Company proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters, at the election of the Underwriters, up to an additional 1,074,030 American Depositary Shares representing 4,296,120 Ordinary Shares. The aggregate of 7,160,206 American Depositary Shares representing 28,640,824 Ordinary Shares to be sold by the Selling Shareholders are herein called the “Firm ADSs”, and the aggregate of an additional 1,074,030 American Depositary Shares representin
Participation Agreement ChinaParticipation Agreement • June 25th, 2010 • Camelot Information Systems Inc.
This PA between IBM Global Services (China) Co. Ltd. (“Buyer”) and Shanghai Camelot Information Technology CO., LTD (“Supplier”) adopts and incorporates by reference all of the terms and conditions of the Base Agreement # 4908009099 in effect as of the date hereof (“Base Agreement”)and Statement of Work/Master Statement of Work # 4908009104 in effect as of the date hereof (“SOW” / “Master SOW”). This PA automatically incorporates any future amendments to the Base Agreement referenced in this PA and any future amendments to the SOW/Master SOW # 4908009104, if referenced in this PA, and will be made a part of this PA to the extent that the amendments do not conflict with the terms of this PA.
AMENDMENTAmendment • June 25th, 2010 • Camelot Information Systems Inc. • New York
This amendment (this “Amendment”) to the Registration Rights Agreement (as defined herein) is made as of May 22, 2010, by and among (i) Camelot Information Systems Inc. (the “Company”) and (ii) Citigroup Venture Capital International Growth Partnership, L.P. and Citigroup Venture Capital International Co-Investment, L.P. (collectively, the “Series A Investor” and together with the Company, the “Parties”). Capitalized terms not otherwise defined herein shall have the same meanings as specified in the Registration Rights Agreement.
Technical Services Agreement Base AgreementTechnical Services Agreement • June 9th, 2011 • Camelot Information Systems Inc. • Services-computer programming services
This Base Agreement (“Base Agreement”) dated as of June 1st 2011 (“Effective Date”)between IBM Dalian Global Delivery Co Ltd., IBM Solution & Services (SZ) Co., Ltd. (“Buyer”) and Bejing Camelot Technology Co.,Ltd. (“Supplier”), establishes the basis for a procurement relationship under which Supplier and its Affiliates will provide Buyer and its Affiliates the Deliverables and Services issued under this Base Agreement and Master Statement of Work#4911013924 (“MSOW”). Deliverables and Services acquired by Buyer or Customer on or after the Effective Date will be covered by this Base Agreement and MSOW. This Base Agreement and MSOW will remain in effect until May 31st 2015.
CAMELOT INFORMATION SYSTEMS INC. REGISTRATION RIGHTS AGREEMENT December 27, 2007Registration Rights Agreement • June 25th, 2010 • Camelot Information Systems Inc. • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of December 27, 2007 by and among (i) Camelot Information Systems Inc., an international business company incorporated under the laws of the British Virgin Islands (the “Company”), (ii) the existing shareholders of the Company as set forth in Exhibit A hereto (the “Company Shareholders”), (iii) Citigroup Venture Capital International Growth Partnership, L.P. and Citigroup Venture Capital International Co-Investment, L.P., each a limited partnership organized under the laws of the Cayman Islands (collectively, the “Series A Investor”); (iv) IBM WTC Asia Investments LLC and Lehman Brothers Offshore Partners Ltd. (each a “Series B Investor,” collectively, the “Series B Investors,” together with the Series A Investor, the “Preferred Investors”); and (v) any other Persons who shall later become signatories to this Agreement (collectively with the Company Shareholders and Preferred Investors, the “Shareholde
Supplementary AgreementSupplementary Agreement • June 9th, 2011 • Camelot Information Systems Inc. • Services-computer programming services
English Summary of Share Transfer Agreement January 1, 2011Share Transfer Agreement • June 9th, 2011 • Camelot Information Systems Inc. • Services-computer programming services • Hong Kong
Party A: ALPOWER INVESTMENT LTD, a company validly existing and in good standing, incorporated under laws of British Virgin Islands, holding 100% shares of MATRIX SYNERGY LIMITED, detailed information of which is as follows:
AGREEMENT AND PLAN OF MERGER Dated as of September 18, 2013 among CAMELOT EMPLOYEE SCHEME INC. CAMELOT EMPLOYEE SUBMERGER SCHEME INC. and CAMELOT INFORMATION SYSTEMS INC.Agreement and Plan of Merger • September 18th, 2013 • Camelot Information Systems Inc. • Services-computer programming services • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 18, 2013, is by and among Camelot Employee Scheme Inc., a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Camelot Employee SubMerger Scheme INC., a company with limited liability incorporated under the laws of the British Virgin Islands, all of the issued and outstanding shares of which are owned by Parent (“Merger Sub”), and Camelot Information Systems Inc., a company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).
English Summary of Share Transfer Agreement January 1, 2011Share Transfer Agreement • June 9th, 2011 • Camelot Information Systems Inc. • Services-computer programming services
Party D: Camelot Information Systems Inc., a company validly existing and in good standing, incorporated under laws of British Virgin Islands, with the following information in detail:
EMPLOYMENT AND CONFIDENTIALITY AGREEMENTEmployment and Confidentiality Agreement • June 25th, 2010 • Camelot Information Systems Inc. • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of [•] (the “Effective Date”), by and between Camelot Information Systems Inc. (the “Company”), and [•], an individual residing in [•] (the “Employee”).
Participation Agreement ChinaParticipation Agreement • June 9th, 2011 • Camelot Information Systems Inc. • Services-computer programming services
This PA between IBM Dalian Global Delivery Co Ltd., IBM Solution & Services (SZ) Co., Ltd. (“Buyer”) and Kunshan Castle Information consulting Co.,Ltd. (“Supplier”) adopts and incorporates by reference all of the terms and conditions of the Base Agreement # 4911013920 in effect as of the date hereof (“Base Agreement”) and Master Statement of Work# 4911013924 in effect as of the date hereof (“Master SOW”). This PA automatically incorporates any future amendments to the Base Agreement referenced in this PA and any future amendments to the Master SOW, if referenced in this PA, and will be made a part of this PA to the extent that the amendments do not conflict with the terms of this PA.
