AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT
Exhibit 4.18
AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 (“Amendment”) to that certain SECOND AMENDED AND RESTATED INVESTORS’RIGHTS AGREEMENT dated December 23, 2009 and as amended on April 22, 2010 (the “Agreement”), is entered into by and among the following parties on November 26, 2010:
iSoftStone Holdings Limited, a Cayman Islands exempted company (the “Company”), and
Tekventure Limited, a British Virgin Islands business company (“Tekventure”),
United Innovation (China) Limited, a British Virgin Islands business company (“UIL”),
XXX Xxxxxxx ( ) (PRC Passport#X00000000),
XXXX Xxxx ( ) (also known as Xxxxx XXXX) (PRC ID#110108196906281814),
the entities set forth in the Schedule of Series A Shareholders attached as Schedule 2 to the Agreement as existing holders of Series A Preference Shares of the Company (the “Series A Holders”);
the entities set forth in the Schedule of Series B Shareholders attached as Schedule 3 to the Agreement as existing holders of Series B Preference Shares of the Company (the “Series B Holders”); and
the entities set forth in the Schedule of Note Holders attached as Schedule 4 to the Agreement as holders of the Company’s Convertible Notes (the “Note Holders”).
Each of the parties hereto is individually a “Party”, and collectively “Parties”.
The terms not defined but otherwise used herein should have the same meaning as in the Agreement.
RECITALS
A. | WHEREAS, the Parties are parties to the Agreement; |
B. | WHEREAS, Section 10.13 of the Agreement expressly permits the Agreement to be amended with the written consent of each of (i) the Company, (ii) Tekventure and UIL representing more than 50% of the Ordinary Shares, (iii) the Series A Holders representing more than 50% of the Series A Preference Shares, (iv) the Series B Holders representing more than 50% of the Series B Preference Shares, and (v) the Note Holders holding more than 50% of aggregate principal amount of all the Convertible Notes outstanding as of the date hereof; |
C. | WHEREAS, the Parties, constituting the requisite parties and voting shares necessary to amend the Agreement, desire to amend the Agreement to reflect the changes set forth herein; |
NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth below, the Parties agree as follows:
1.1 | Section 8.3 of the Agreement shall be, and hereby is, added as follows: |
“8.3. This Section 8 shall terminate upon completion of a Qualified IPO.”
1.2 | Section 9.5 of the Agreement shall be, and hereby is, added as follows: |
“9.5. This Section 9 shall terminate upon completion of a Qualified IPO.”
1.3 | All other provisions of the Agreement shall continue to be in full force and effect and continue to be valid and binding upon the parties. All references to “the Agreement” “hereof,” “hereunder” or words of like import in the Agreement and its attached Schedules and Exhibits and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to be references to the Agreement as amended by this Amendment except as is otherwise expressly stated. |
1.4 | This Amendment shall be governed by and construed exclusively in accordance with the laws of the State of New York, without regards to conflicts of law principles. |
1.5 | This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year herein above first written.
COMPANY |
iSOFTSTONE HOLDINGS LIMITED |
By | /s/ Xxxxxxx Xxx | |
Print Name: Xxxxxxx Xxx Title: Chief Executive Officer |
FOUNDERS: | ||||||||
TEKVENTURE LIMITED | UNITED INNOVATION (CHINA) LIMITED | |||||||
By | /s/ Xxxxxxx Xxx |
By | /s/ Xxxx Xxxx | |||||
Print Name: Xxxxxxx Xxx Title: |
Print Name: Xxxx Xxxx Title: | |||||||
/s/ Xxxxxxx Xxx |
/s/ Feng Xxxx | |||||||
XXX, Tianwen ( ), as an individual |
XXXX, Xxxx ( )(also known as Xxxxx XXXX), as an individual |
SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED
AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year herein above first written.
SERIES A HOLDERS:
AsiaVest Opportunities Fund IV | Infotech Ventures Cayman Company | |||||||
By | /s/ X.X. Xxxxx |
By | /s/ Liu Tingru | |||||
Print Name: X. X. Xxxxx Title: Managing Director |
Print Name: Liu Tingru Title: General Partner |
SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED
AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year herein above first written.
SERIES B HOLDERS:
FIDELITY ASIA VENTURES FUND L.P. By: Fidelity Asia Partners, L.P., its General Partner By: FIL Asia Ventures Limited, its General Partner |
FIDELITY ASIA PRINCIPALS FUND L.P. By: Fidelity Asia Partners, L.P., its General Partner By: FIL Asia Ventures Limited, its General Partner | |||||||
By | /s/ Xxxxx Pelvang |
By | /s/ Xxxxx Pelvang | |||||
Print Name: Xxxxx Pelvang | Print Name: Xxxxx Pelvang | |||||||
Title: Director | Title: Director | |||||||
MITSUI VENTURES GLOBAL FUND | AsiaVest Opportunities Fund IV | |||||||
By MVC Corporation as its general partner | ||||||||
By | /s/ Xxxxxxxxx Xxxxxx |
By |
/s/ X.X. Xxxxx | |||||
Print Name: Xxxxxxxxx Xxxxxx | Print Name: X.X. Xxxxx | |||||||
Title: President & CEO | Title: Managing Director | |||||||
Infotech Pacific Ventures, L.P. | ||||||||
By | /s/ Liu Tingru |
|||||||
Print Name: Liu Tingru | ||||||||
Title: General Partner |
SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED
AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year herein above first written.
NOTE HOLDERS:
CSOF TECHNOLOGY INVESTMENTS | SEABRIGHT CHINA SPECIAL | |||||||
LIMITED | OPPORTUNITIES FUND II, LP | |||||||
By | /s/ Kiril IP |
By | /s/ YING PAN | |||||
Print Name: Kiril IP | Print Name: YING PAN | |||||||
Title: Director | Title: Managing Principal | |||||||
ASIA VENTURES II L.P. | MITSUI VENTURES GLOBAL FUND | |||||||
By MVC Corporation as its general partner | ||||||||
By | /s/ Xxxxx Pelvang |
By | /s/ Xxxxxxxxx Xxxxxx | |||||
Print Name: Xxxxx Pelvang | Print Name: Xxxxxxxxx Xxxxxx | |||||||
Title: Director | Title: President & CEO | |||||||
ASIAVEST OPPORTUNITIES FUND IV | INFOTECH PACIFIC VENTURES, L.P. | |||||||
By | /s/ X.X. Xxxxx |
By | /s/ Liu Tingru | |||||
Name: X.X. Xxxxx | Name: Liu Tingru | |||||||
Title: Managing Director | Title: General Partner |
SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED
AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT
JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED
|
Hua Ying Management Co., Limited
| |||||||
By | /s/ Xxxx Xxxxxxx |
By | /s/ Ping Guo | |||||
Print Name: Xxxx Xxxxxxx | Print Name: Ping Guo | |||||||
Title: | Title: |
SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED
AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT