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 August 14, 2009Stockholders Agreement • August 18th, 2009 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2009 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of August 14, 2009, among Stream Global Services, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P. (“Ares”), NewBridge International Investment Ltd., a British Virgin Islands company (“Ayala”), EGS Dutchco B.V., a corporation organized under the laws of the Netherlands (“PEP” and together with Ares and Ayala, the “Investors”), Mr. R. Scott Murray, a resident of Wellesley, Massachusetts (“Mr. Murray”), and the stockholders of the Company listed on Schedule 1 hereto (collectively, the “Founders”).
AYC HOLDINGS LTD. LETTERHEAD] August 14, 2009Ares Corporate Opportunities Fund II, L.P. • August 18th, 2009 • Services-help supply services
This agreement is executed and delivered in connection with, and as a condition to, the transactions (the “Transactions”) contemplated by the Share Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among Stream Global Services, Inc. (“Stream”), EGS Corp., EGS Dutchco B.V. (“Dutchco”), and NewBridge International Investment Ltd. (“NewBridge”), and the agreements executed in connection therewith or contemplated thereby (collectively with the Exchange Agreement, the “Transaction Documents”).
SHARE EXCHANGE AGREEMENT AMONG STREAM GLOBAL SERVICES, INC., EGS CORP., EGS DUTCHCO B.V. AND NEWBRIDGE INTERNATIONAL INVESTMENT LTD. Dated as of August 14, 2009Share Exchange Agreement • August 18th, 2009 • Ares Corporate Opportunities Fund II, L.P. • Services-help supply services • Delaware
Share Exchange Agreement (the “Agreement”) made as of the 14th day of August, 2009 by and among Stream Global Services, Inc., a Delaware corporation with its principal office at 20 William Street, Wellesley, Massachusetts 02481 (“Stream”), EGS Corp., a Philippine corporation with its principal office at 33/F Tower One, Ayala Triangle, Ayala Avenue, Makati City, Metro Manila, Philippines 1226 (the “Company”), EGS Dutchco B.V., a corporation organized under the laws of the Netherlands, with its principal office at Fred Roeskestraat 123, 1076 EE, Amsterdam, The Netherlands (“EGS Dutchco”), NewBridge International Investment Ltd., a British Virgin Islands company with its registered office at P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Island (“NewBridge” and, collectively, with EGS Dutchco, the “Stockholders”).
ARES CORPORATE OPPORTUNITIES FUND II, L.P. August 14, 2009Ares Corporate Opportunities Fund II, L.P. • August 18th, 2009 • Services-help supply services
This agreement is executed and delivered in connection with the transactions (the “Transactions”) contemplated by the Share Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among Stream Global Services, Inc. (“Stream”), EGS Corp., EGS Dutchco B.V. (“Dutchco”) and Newbridge International Investment Ltd. (“Newbridge”), and the agreements executed in connection therewith or contemplated hereby or thereby (collectively with the Exchange Agreement, the “Transaction Documents”). In consideration of the promises made herein and in the Transaction Documents, and the respective rights granted to them in connection with the Transactions, Ares Corporate Opportunities Fund II, L.P. (“Ares”) and Stream agree as follows:
