AGREEMENT AND PLAN OF MERGER by and among NEW ISOFTSTONE HOLDINGS LIMITED, NEW ISOFTSTONE ACQUISITION LIMITED, and ISOFTSTONE HOLDINGS LIMITED Dated as of April 18, 2014Agreement and Plan of Merger • April 21st, 2014 • Liu Tianwen • Services-computer programming services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 18, 2014 by and among New iSoftStone Holdings Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), New iSoftStone Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and iSoftStone Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
CONSORTIUM AGREEMENTConsortium Agreement • March 3rd, 2014 • Liu Tianwen • Services-computer programming services • New York
THIS CONSORTIUM AGREEMENT (this “Agreement”) is dated as of February 28, 2014 and is entered into by and among Mr. Tianwen Liu (the “Founder”) and Accurate Global Limited (“Accurate”), Advanced Orient Limited (“Advanced”) and CSOF Technology Investments Limited (“CSOF”), each a company incorporated under the laws of the British Virgin Islands (collectively, the “Existing Shareholders”, together with the Founder and any additional members that may be admitted to the Consortium (as defined below) pursuant to Section 4(b) of this Agreement, the “Consortium Members” and each, a “Consortium Member”).
Re: Commitment LetterLiu Tianwen • April 21st, 2014 • Services-computer programming services • New York
This letter agreement sets forth the commitment of the undersigned (the “Investor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of New Tekventure Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Holdco”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among iSoftStone Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), New iSoftStone Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a directly wholly-owned subsidiary of Holdco (“Parent”) and New iSoftStone Acquisition Limited, an exempted company with limited liability incorporated under the laws of t
Mr. Tianwen Liu Building 16, Dong Qu Haidian District Beijing 100193Consortium Agreement • March 3rd, 2014 • Liu Tianwen • Services-computer programming services
FRAMEWORK AGREEMENTFramework Agreement • July 26th, 2013 • Liu Tianwen • Services-computer programming services
THIS FRAMEWORK AGREEMENT (this “Agreement”) is made as of July 24, 2013, among ChinaAMC Capital Management Limited, a company incorporated under the laws of the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (the “Sponsor”), Accurate Global Limited (“Accurate”), Advanced Orient Limited (“Advanced”) and CSOF Technology Investments Limited (“CSOF”, Accurate and Advanced, each a company incorporated under the laws of the British Virgin Islands, each having its registered office at Offshore Incorporations Centre, P.O. Box 957 Road Town, Tortola, British Virgin Islands, together, the “Existing Shareholders”). Each of the Sponsor and the Existing Shareholders is referred to herein as a “Party” and collectively, the “Parties.”
Re: Commitment LetterLetter Agreement • April 21st, 2014 • Liu Tianwen • Services-computer programming services • New York
This letter agreement sets forth the commitment of the undersigned (“Mr. Liu”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of New Tekventure Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Holdco”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among iSoftStone Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), New iSoftStone Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a directly wholly-owned subsidiary of Holdco (“Parent”) and New iSoftStone Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Ca
SUPPORT AGREEMENTSupport Agreement • April 21st, 2014 • Liu Tianwen • Services-computer programming services • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 18, 2014, by and among New Tekventure Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Holdco”) and certain shareholders of iSoftStone Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (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 (as defined below).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • April 21st, 2014 • Liu Tianwen • Services-computer programming services
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
LIMITED GUARANTEELimited Guarantee • April 21st, 2014 • Liu Tianwen • Services-computer programming services • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of April 18, 2014, by Accurate Global Limited, Advanced Orient Limited and CSOF Technology Investments Limited (the “Everbright Entities”) and Mr. Tianwen Liu (“Mr. Liu”, and together with the Everbright Entities, each, a “Guarantor”, and collectively, the “Guarantors”), in favor of iSoftStone Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ISOFTSTONE HOLDINGS LIMITED NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • July 26th, 2013 • Liu Tianwen • Services-computer programming services
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated May 10, 2013 by and between iSoftStone Holdings Limited, a Cayman Islands company (the “Company”), and (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Company to the Grantee as to the number of the Company’s Ordinary Shares first set forth below.
