SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Stream Global Services, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

378981104

(CUSIP Number)

Michael Woronoff, Esq.

Proskauer Rose LLP

2049 Century Park East, 32nd Floor

Los Angeles, CA  90067-3206

310.557.2900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 14, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No.   378981104
	1.	Names of Reporting Persons. Ares Corporate Opportunities Fund II, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 33,880,645 (See Items 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 33,880,645 (See Items 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 33,880,645 (See Items 4, 5 and 6)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 78.2%
	14.	Type of Reporting Person (See Instructions) PN

2

CUSIP No.   378981104
	1.	Names of Reporting Persons. ACOF Management II, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 33,880,645 (See Items 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 33,880,645 (See Items 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 33,880,645 (See Items 4, 5 and 6)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 78.2%
	14.	Type of Reporting Person (See Instructions) PN

3

CUSIP No.   378981104
	1.	Names of Reporting Persons. ACOF Operating Manager II, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 33,880,645 (See Items 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 33,880,645 (See Items 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 33,880,645 (See Items 4, 5 and 6)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 78.2%
	14.	Type of Reporting Person (See Instructions) PN

4

CUSIP No.   378981104
	1.	Names of Reporting Persons. Ares Management LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 33,880,645 (See Items 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 33,880,645 (See Items 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 33,880,645 (See Items 4, 5 and 6)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 78.2%
	14.	Type of Reporting Person (See Instructions) OO

5

CUSIP No.   378981104
	1.	Names of Reporting Persons. Ares Partners Management Company LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 33,880,645 (See Items 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 33,880,645 (See Items 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 33,880,645 (See Items 4, 5 and 6)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 78.2%
	14.	Type of Reporting Person (See Instructions) OO

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CUSIP No.   378981104
Item 1.	Security and Issuer
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows: This Amendment No. 4 to the statement on Schedule 13D (this “Amendment No. 4”) amends and supplements the statement on Schedule 13D filed on August 18, 2008 (the “Original 13D”), as amended by Amendment No. 1 to the statement on Schedule 13D filed on December 16, 2008 (“Amendment No. 1”), as amended by Amendment No. 2 to the statement on Schedule 13D filed on March 12, 2009 (“Amendment No. 2”), as amended by Amendment No. 3 to the statement on Schedule 13D filed on July 2, 2009 (“Amendment No. 3” and, together with the Original 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 4, the “Schedule 13D”), and relates to the common stock, par value $0.001 per share (the “Common Stock”), of Stream Global Services, Inc. (formerly Global BPO Services Corp.), a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 20 William Street, Suite 310, Wellesley, Massachusetts 02481. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Original 13D, Amendment No. 1, Amendment No. 2 or Amendment No. 3. Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Original 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, as the case may be.
Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by inserting the following language immediately before the last paragraph of Item 4, as amended before the date hereof: Exchange Agreement On August 14, 2009, the Issuer entered into a Share Exchange Agreement (the “Exchange Agreement”) among EGS Corp., EGS Dutchco B.V. and NewBridge International Investment Ltd.  At the closing (the “Exchange Closing”) of the transactions contemplated by the Exchange Agreement (the “Transactions”), the Reporting Persons will own approximately 45.9% of the combined entity.  A copy of the Exchange Agreement is attached hereto as Exhibit 10 and incorporated herein by reference. Pursuant to the terms of the Exchange Agreement, at the Exchange Closing in exchange for (i) $35,840,988 in principal under the Tranche B Bridge Loan of EGS Corp. and (ii) all of the capital stock of EGS Corp, the Issuer shall issue to NewBridge International Investment Ltd. (“NewBridge”) and EGS Dutchco B.V. (“EGS Dutchco”) an aggregate of 33,653,446 shares of Common Stock of the Issuer.  Under certain circumstances, 9,800,000 of such shares may be non-voting. In accordance with the terms of a letter agreement between ACOF II and the Issuer, dated August 14, 2009 (the “ACOF Letter Agreement”), a copy of which is attached hereto as Exhibit 11 and incorporated herein by reference, upon the Exchange Closing, (i) the Series A Preferred Stock and Series B Preferred Stock of the Issuer held by the Reporting Persons will be converted into 35,085,134 shares of Common Stock, (ii) existing warrants to purchase 7,500,000 shares of Common Stock, with a strike price of $6.00 per warrant and exercisable until 2018, held by the Reporting Persons will be exchanged for 1,000,000 shares of Common Stock and (iii) ACOF II has granted the Issuer the option, exercisable from the Exchange Closing until November 30, 2009, to purchase, for an aggregate purchase price of $63,750, 425,000 warrants (each to purchase one share of Common Stock) of the Issuer expiring on October 27, 2011 . In connection with the Exchange Agreement, AYC Holdings Ltd. (“AYC”), ACOF II and Providence Equity Partners L.L.C., (“PEP”), entered into a letter agreement, dated August 14, 2009 (the “Option Letter Agreement”), a copy of which is attached hereto as Exhibit 12 and incorporated by reference herein, pursuant to which AYC granted ACOF II the option to purchase up to 51.7% of a $55 million aggregate principal amount loan made by AYC to EGS Acquisition, Inc., a wholly owned subsidiary of EGS Corp., for the Purchase Price described in the Option Letter Agreement. The Transactions are subject to customary closing conditions, including compliance with certain requirements under The Securities Regulation Code of the Philippines, but will not require further approvals of any stockholders of either the Issuer or EGS Corp.

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The responses to Item 2, Item 3 and Item 6 are incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by inserting the following language after the last paragraph of Item 6, as amended before the date hereof: In connection with the Exchange Agreement, ACOF II entered into (i) a Stockholders Agreement, dated August 14, 2009, with the Issuer, EGS Dutchco, NewBridge, R. Scott Murray and Trillium Capital LLC (the “New Stockholders Agreement”), a copy of which is attached hereto as Exhibit 13 and incorporated by reference herein, and (ii) an Amended and Restated Registration Rights Agreement, dated as of August 14, 2009, with the Issuer, NewBridge, EGS Dutchco, R. Scott Murray and the other stockholders party thereto (the New Registration Rights Agreement”), a copy of which is attached hereto as Exhibit 14 and incorporated herein by reference. The effectiveness of each of the New Stockholders Agreement and New Registration Rights Agreement is conditional upon the Exchange Closing.  Upon the effectiveness of the New Stockholders Agreement, the Stockholder’s Agreement, dated as of August 7, 2008, between the Issuer and ACOF II, shall terminate.  Certain provisions of the New Stockholders Agreement and New Registration Rights Agreement are described below. New Stockholder’s Agreement Under the New Stockholders Agreement: Board Designation Rights ACOF II has certain Board designation rights, which rights are determined by the number of shares of Common Stock owned by ACOF II and its affiliates.  Upon the Exchange Closing, ACOF II will have the right to designate three members of a 10 member Board and ACOF II shall also have the right to designate one Independent Director (as defined in the New Stockholders Agreement) to the Board.  Additionally, at the Exchange Closing the Board shall also include three directors designated by the other major stockholders of the Issuer, Paul Joubert, one independent director designated by the other major stockholders and the Chief Executive Officer of the Issuer.  At least one non-independent Board member designated by ACOF II is required for a quorum. At any time after the Exchange Closing, if a representative of a Significant Investor (as defined in the New Stockholders Agreement) is appointed to serve on the board of directors of any subsidiary of the Issuer (other than EGS Corp., EGS Acquisition Corp. or eTelecare Global Solutions, Inc.), then ACOF II is entitled to a proportional number of board seats on such board as ACOF II has on the Board. Right of First Offer, Tag and Drag Rights, Right of Participation Prior to August 14, 2011, subject to certain limited exceptions, no party to the New Stockholders Agreement may Transfer (as defined in the New Stockholders Agreement) shares of Common Stock without the prior written consent of each Significant Investor, including ACOF II.  Thereafter, such securities may be Transferred subject to the “right of first offer,” and “tag along” rights contained in the New Stockholders Agreement.  In addition, the Significant Investors also have customary “drag” rights with respect to certain transactions that constitute a Change of Control (as defined in the New Stockholders Agreement). Subject to certain limited exceptions, each Investor, including ACOF II, has a right of participation that entitles such Investor to purchase its Participation Percentage (as defined in the New Stockholders Agreement) of any Subject Securities (as defined in the New Stockholders Agreement) that the Issuer proposes to issue, sell or exchange.  In lieu thereof, upon the issuance of Common Stock upon the exercise of Public Warrants (as defined in the New Stockholders Agreement), each Significant Investor shall have a separate right of participation. Approval Rights The approval of the Unanimous Significant Investors (as defined in the New Stockholders Agreement) is required for the Issuer and its subsidiaries to take certain significant corporate actions.  Additionally, the approval of a Requisite Majority (as defined in the New Stockholders Agreement) is required for the Issuer and its subsidiaries to take certain significant

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corporate actions.

The approval of the Board, including at least one non-independent director designated by each of ACOF II and one non-independent director designated by the other major stockholders, shall be required for the approval of a budget of the Issuer for any fiscal year or a material deviation from an approved budget for any fiscal year.

Registration Rights Agreement

The New Registration Rights Agreement provides shelf, demand and piggy-back registration rights with respect to the resale of the shares of Common Stock (including shares of Common Stock issuable upon conversion of convertible securities) held by the Purchaser Holders (as defined in the New Registration Rights Agreement), including ACOF II.

The descriptions of the Exchange Agreement, the ACOF II Letter Agreement, the Option Letter Agreement, the New Stockholders Agreement and the New Registration Rights Agreement and the agreements and transactions contemplated thereby are qualified in their entirety by reference to the Exchange Agreement, the ACOF II Letter Agreement, the Option Letter Agreement, the New Stockholders Agreement and the New Registration Rights Agreement listed as Exhibits 10, 11, 12, 13 and 14 to this Schedule 13D, respectively, and incorporated herein by reference.

The responses to Item 2, Item 3 and Item 4 are incorporated herein by reference.

Item 7	Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended by adding the following Exhibits 10, 11, 12, 13 and 14:
Exhibit 10		Share Exchange Agreement among the Issuer, EGS Corp., EGS Dutchco B.V. and NewBridge International Investment Ltd., dated as of August 14, 2009.
Exhibit 11		Letter agreement between Ares Corporate Opportunities Fund II, L.P. and the Issuer, dated August 14, 2009.
Exhibit 12		Letter agreement among AYC Holdings Ltd., Ares Corporate Opportunities Fund II, L.P. and Providence Equity Partners L.L.C., dated August 14, 2009.
Exhibit 13		Stockholders Agreement, dated August 14, 2009 and effective as of the Exchange Closing, by and among the Issuer, Ares Corporate Opportunities Fund II, L.P., EGS Dutchco B.V., NewBridge International Investment Ltd., R. Scott Murray and Trillium Capital LLC.
Exhibit 14		Amended and Restated Registration Rights Agreement, dated August 14, 2009 and effective as of the Exchange Closing, by and among the Issuer, Ares Corporate Opportunities Fund II, L.P., EGS Dutchco B.V., NewBridge International Investment Ltd., R. Scott Murray and the other stockholders party thereto.

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SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 18, 2009
ARES CORPORATE OPPORTUNITIES FUND II, L.P.
By:	ACOF OPERATING MANAGER II, L.P.,
	Its Manager
		/s/ Joshua M. Bloomstein
		By: Joshua M. Bloomstein
		Its: Authorized Signatory
ACOF MANAGEMENT II, L.P.
By:	ACOF OPERATING MANAGER II, L.P.,
	Its General Partner
		/s/ Joshua M. Bloomstein
		By: Joshua M. Bloomstein
		Its: Authorized Signatory
ACOF OPERATING MANAGER II, L.P.
/s/ Joshua M. Bloomstein
By: Joshua M. Bloomstein
Its: Authorized Signatory
ARES MANAGEMENT LLC
/s/ Joshua M. Bloomstein
By: Joshua M. Bloomstein
Its: Authorized Signatory
ARES PARTNERS MANAGEMENT COMPANY LLC
/s/ Michael D. Weiner
By: Michael D. Weiner
Its: Authorized Signatory

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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EX-10

Exhibit 10

SHARE EXCHANGE AGREEMENT

AMONG

STREAM GLOBAL SERVICES, INC.,

EGS CORP.,

EGS DUTCHCO B.V.

AND

NEWBRIDGE INTERNATIONAL INVESTMENT LTD.

Dated as of August 14, 2009

TABLE OF CONTENTS

		Page
SHARE EXCHANGE AGREEMENT		1
Preliminary Statement		1
ARTICLE I	PURCHASE AND EXCHANGE	1
1.1	Acquisition of the Shares and Tranche B Loan from the Stockholders	1
1.2	Consideration for the Shares and Tranche B Loan	2
1.3	Closing	3
1.4	Withholding Taxes	3
1.5	Further Assurances	3
ARTICLE II	REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS	4
2.1	Representations and Warranties of the Stockholders	4
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STREAM	5
3.1	Representations and Warranties of the Company	5
3.2	Representations and Warranties of Stream	22
ARTICLE IV	CONDUCT OF BUSINESS PENDING THE CLOSING	36
4.1	Covenants of the Company	36
4.2	Covenants of Stream	39
4.3	No Control of other Party’s Business	43
ARTICLE V	ADDITIONAL AGREEMENTS	43
5.1	Access	43
5.2	No Solicitation	43
5.3	Further Assurances	47
5.4	Filings; Other Actions; Notification	47
5.5	Publicity	48
5.6	Indemnification; Directors’ and Officers’ Insurance	48
5.7	Expenses	49
5.8	Takeover Statute	50
5.9	Notification of Certain Matters	50

i

TABLE OF CONTENTS

(continued)

		Page
5.10	Stream Stockholder Approval	50
5.11	Information Statement	50
5.12	NYSE Amex	51
5.13	PSEC Exemptive Relief; Mandatory Tender Offer	51
5.14	De Facto Merger	53
5.15	Code Section 338(g) Election	53
5.16	Guarantee and Reimbursement Agreement	53
5.17	Interim Financial Statements	53
5.18	Bridge Loan	53
5.19	Incentive Plan	54
5.20	VCOC Letter	54
ARTICLE VI	CONDITIONS TO CLOSING	54
6.1	Conditions to Each Party’s Obligation To Effect the Exchange	54
6.2	Additional Conditions to the Obligations of Stream	55
6.3	Additional Conditions to the Obligations of the Company and the Stockholders	57
ARTICLE VII	TERMINATION	58
7.1	Termination	58
7.2	Effect of Termination	59
ARTICLE VIII	INDEMNIFICATION	59
8.1	Indemnification by the Stockholders	59
8.2	Indemnification by Stream	60
8.3	Indemnification Claims	60
8.4	Survival	61
8.5	Limitations; Remedy	61
8.6	Taxes	63
ARTICLE IX	MISCELLANEOUS AND GENERAL	64
9.1	Reserved	64
9.2	Modification or Amendment	64
9.3	Waiver of Conditions	64

ii

TABLE OF CONTENTS

(continued)

		Page
9.4	Counterparts	64
9.5	Governing Law and Venue	64
9.6	Notices	65
9.7	Entire Agreement; No Other Representations	67
9.8	No Third-Party Beneficiaries	68
9.9	Obligations of Stream and of Company	68
9.10	Severability	68
9.11	Interpretation	68
9.12	Assignment	68
9.13	Specific Performance	69

iii

TABLE OF DEFINED TERMS

Terms	Reference in Agreement
Acquisition Proposal	Section 5.2(a)
Action of Divestiture or Limitation	Section 5.4(c)
Affiliate	Section 3.1(a)
Agreement	Preamble
Amended Certificate	Section 3.2(b)
Ares	Section 6.3(g)
Ares Foreign Antitrust Filings	Section 3.1(d)(i)
Ares 2018 Warrants	Section 3.2(b)
Ares Letter Agreement	Section 6.3(g)
Ares Warrants	Section 3.2(b)
Audit Date	Section 3.1(h)
Bank Consents	Section 6.1(j)
Bankruptcy and Equity Exception	Section 3.1(c)
BIR	Section 3.1(d)(i)
business day	Section 1.1
Change of Control	Section 8.4
Claim Notice	Section 8.3(a)
Claimed Amount	Section 8.3(a)
Closing	Section 1.1
Closing Date	Section 1.3
Code	Section 1.4
Common Shares	Preliminary Statement
Company	Preamble
Company Accounting Principles	Section 3.1(a)
Company Amendment	Section 3.1(w)
Company Compensation and Benefit Plans	Section 3.1(j)
Company Contracts	Section 3.1(q)(ii)
Company Disclosure Schedule	Section 3.1
Company Filings	Section 3.1(f)
Company Intellectual Property Rights	Section 3.1(o)(i)
Company Material Adverse Effect	Section 3.1(a)
Company Material Contract	Section 3.1(q)(i)
Company Operating Plan	Section 4.1(e)

i

Terms	Reference in Agreement
Company Required Statutory Approvals	Section 3.1(d)(i)
Company Software	Section 3.1(o)(v)
Compensation and Benefit Plan	Section 3.1(j)
Confidentiality Agreements	Section 9.7
Contract	Section 3.1(q)(iii)
control	Section 3.1(a)
controlled by	Section 3.1(a)
Corporate Documents	Section 3.1(a)
Damages	Section 8.2
Directors’ Qualifying Shares	Section 3.1(b)
Dispute	Section 8.3(c)
EGS Dutchco	Preamble
Employee	Section 3.1(j)(vi)
Environmental Law	Section 3.1(l)(iii)
Environmental Permits	Section 3.1(l)(i)
ERISA	Section 3.1(j)
ERISA Affiliate	Section 3.1(j)(ii)
eTelecare	Section 3.1(a)
eTelecare Balance Sheet	Section 3.1(g)
eTelecare Financial Statements	Section 3.1(e)(ii)
eTelecare Reports	Section 3.1(e)(i)
eTelecare Shares	Section 5.13(a)
Exchange	Section 1.1
Exchange Act	Section 3.1(d)(i)
FINRA	Section 3.1(d)(i)
Governmental Entity	Section 3.1(d)(i)
Hazardous Substance	Section 3.1(l)(iv)
HSR Act	Section 3.1(d)(i)
IDEA	Section 3.1(e)(i)
Indemnified Party or Parties	Section 5.6(b)
Indemnifying Party	Section 8.2
Indemnitee	Section 8.2
Information Statement	Section 5.11
Intellectual Property Rights	Section 3.1(o)(i)
International GAAP	Section 4.2(m)

ii

Terms	Reference in Agreement
IRS	Section 3.1(j)(i)
IT Systems	Section 3.1(o)(iv)
Knowing and Material Breach	Section 7.2
Knowledge	Section 3.1(a)
Launch Date	Section 5.13(a)
Law	Section 3.1(k)(i)
Laws	Section 3.1(k)(i)
Liens	Section 2.1(a)
Maximum Amount	Section 5.6(c)
Merger	Section 3.1(w)
Merger Agreement	Section 3.1(w)
NewBridge	Preamble
NYSE Amex	Section 3.2(d)
Offer	Section 5.13(a)
Offer Price	Section 5.13(a)
Offered Stream Common Shares	Section 5.13(d)
Offeror	Section 5.13(a)
Outside Date	Section 7.1(b)
Pension Plan	Section 3.1(j)(i)
Permits	Section 3.1(k)(i)
Person	Section 3.1(a)
PEZA	Section 3.1(d)(i)
PFRS	Section 3.1(a)
Philippine Corporation Code	Section 5.15(a)
Policies	Section 3.1(r)
Preferred Stock	Section 3.2(b)
Providence Return	Section 8.6(a)
Providence Share Consideration	Section 8.6(a)
PSE	Section 3.1(d)(i)
PSEC	Section 3.1(d)(i)
Recapitalization	Section 1.1
Reference Value	Section 8.6(a)
Registration Rights Agreement	Preamble
Representatives	Section 5.1
Requisite Stockholder Approval	Section 3.2(c)

iii

Terms	Reference in Agreement
Response	Section 8.3(b)
Sarbanes-Oxley Act	Section 3.1(e)(ii)
SEC	Section 2.1(e)
Securities Act	Section 1.2
Series A Preferred Stock	Section 3.2(b)
Series B Preferred Stock	Section 3.2(b)
Shares	Preliminary Statement
SRC	Section 3.1(d)(i)
Stockholders	Preamble
Stockholders Agreement	Preamble
Stockholder Disclosure Schedule	Section 2.1
Stream	Preamble
Stream Adverse Recommendation Change	Section 5.2(a)
Stream Balance Sheet	Section 3.2(g)
Stream Common Stock	Section 1.2
Stream Compensation and Benefit Plans	Section 3.2(j)
Stream Contracts	Section 3.2(q)(ii)
Stream Corporate Documents	Section 3.2(a)
Stream Disclosure Schedule	Section 3.2
Stream ERISA Affiliate	Section 3.2(j)(ii)
Stream Filings	Section 3.2(f)
Stream Foreign Antitrust Filings	Section 3.2(d)
Stream Intellectual Property Rights	Section 3.2(o)(i)
Stream IT Systems	Section 3.2(o)(iv)
Stream Material Adverse Effect	Section 3.2(a)
Stream Material Contract	Section 3.2(q)(i)
Stream Non-Voting Common Stock	Section 1.2
Stream Operating Plan	Section 4.2(e)
Stream Reports	Section 3.2(e)(i)
Stream Required Statutory Approvals	Section 3.2(d)
Stream Software	Section 3.2(o)(v)
Stream Stock	Section 2.1(e)
Stream Stock Plan	Section 3.2(b)
Subsidiary	Section 3.1(a)
Superior Proposal	Section 5.2(b)(iii)

iv

Terms	Reference in Agreement
Takeover Statute	Section 3.1(v)
Tax	Section 3.1(m)(x)
Tax Clearance Certificate	Section 1.1
Tax Returns	Section 3.1(m)(xi)
Taxable	Section 3.1(m)(x)
Taxes	Section 3.1(m)(x)
Taxing Authority	Section 3.1(m)(xii)
Trade Secrets	Section 3.1(o)(iii)
Tranche B Loan	Section 1.1
Tranche C Loans	Section 5.18
Tranche D Loans	Section 5.18
under common control with	Section 3.1(a)
U.S. GAAP	Section 3.1(a)
Voting Debt	Section 3.1(b)
Voting Proposals	Section 3.2(c)
Warrants	Section 3.2(b)

EXHIBITS

Exhibit A —	Stockholders Agreement
Exhibit B —	Registration Rights Agreement
Exhibit C —	Amended Certificate of Incorporation of Stream
Exhibit D —	Amended By-laws of Stream
Exhibit E —	Amended Articles of Incorporation of eTelecare

v

STOCKHOLDER DISCLOSURE SCHEDULE

Section	Title
2.1	Title
2.1(d)	Brokers and Finders

vi

COMPANY DISCLOSURE SCHEDULE

Section	Title
3.1(a)	Organization, Good Standing and Qualification
3.1(b)	Capital Structure
3.1(d)	Governmental Filings; No Violations
3.1(h)	Absence of Certain Changes
3.1(j)	Employee Benefits
3.1(k)	Compliance with Laws
3.1(m)	Tax Matters
3.1(n)	Labor Matters
3.1(p)	Title to Properties
3.1(q)	Contracts
3.1(u)	Customers
3.1(v)	No Takeover Statute
3.1(w)	Status of Merger and Reverse Stock Split
4.1	Covenants of the Company
5.17	Mandatory Tender Offer
6.2(c)	Third Party Consents
6.2(d)	Resignations

STREAM DISCLOSURE SCHEDULE

Section	Title
1.2	Consideration
3.2(a)	Organization, Good Standing and Qualification
3.2(b)	Capital Structure
3.2(d)	Governmental Filings; No Violations
3.2(j)	Employee Benefits
3.2(n)	Labor Matters
3.2(p)	Title to Properties
3.2(q)	Contracts
3.2(u)	Customers
4.2	Covenants of Stream
6.3(c)	Third Party Consents
6.3(d)	Resignations

vii

SHARE EXCHANGE AGREEMENT

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”).

Preliminary Statement

1.Each of the Stockholders owns the number of the issued and outstanding shares of the common stock of the Company, PhP1.00 par value per share (the “Common Shares”), set forth opposite its name on Schedule I attached hereto as of the date of this Agreement.

2.Stream desires to acquire, and the Stockholders desire to transfer, all of the shares of capital stock of the Company (collectively, “Shares”) outstanding immediately prior to the Closing, other than the Directors’ Qualifying Shares (as defined below), for the consideration set forth below, subject to the terms and conditions of this Agreement.

3.In connection with the transactions contemplated by this Agreement, Stream, Ares and the Stockholders have entered on the date hereof into a Stockholders Agreement, which shall be effective as of the Closing Date (as defined below), in the form attached hereto as Exhibit A (the “Stockholders Agreement”), and an Amended and Restated Registration Rights Agreement, which shall be effective as of the Closing Date, in the form attached as Exhibit B (the “Registration Rights Agreement”).

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

PURCHASE AND EXCHANGE

1.1Acquisition of the Shares and Tranche B Loan from the Stockholders.  Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Stream and the Stockholders agree that the following transactions shall occur in the following order:  (i) NewBridge shall contribute and/or cause its Affiliate to contribute to Stream, and Stream shall accept from NewBridge all rights of NewBridge or such Affiliate with respect to $35,840,988 in principal under the Tranche B Bridge Loan of the Company (“Tranche B Loan”), and (ii) each Stockholder shall transfer, convey, assign and deliver to Stream, and Stream shall acquire and accept from each Stockholder, all the Shares that such Stockholder owns or will own immediately prior to the

Closing as set forth opposite such Stockholder’s name on Schedule I attached hereto, as such Schedule I shall be updated by a revised Schedule I (the “Updated Schedule I”) that will be delivered to Stream by the Company at least three (3) business days prior to the Closing.  The Updated Schedule I shall list and show the owners of all outstanding shares of capital stock of the Company and Tranche B Loan immediately prior to the Closing, and may differ from the Schedule I attached to this Agreement on the date hereof only to reflect the Recapitalization and any sale, transfer, assignment or other disposition of Shares from a Stockholder to an Affiliate thereof or another Stockholder.  In no event shall any Stockholder sell, transfer, assign or otherwise dispose of any Shares or Tranche B Loan, or any interest therein, voluntarily or by operation of law, other than transfers of Shares to an Affiliate thereof, to another Stockholder or to the Company pursuant to the Recapitalization and other than a transfer of the Tranche B Loan to NewBridge.  At the Closing, (i) each Stockholder shall deliver to Stream certificate(s) evidencing all of the Shares owned by such Stockholder, duly endorsed in blank by such Stockholder, and a duly executed Deed of Assignment of Shares to evidence the conveyance of such Shares from such Stockholder to Stream (or a Subsidiary thereof), and (ii) NewBridge shall, or shall cause its Affiliate to, execute and deliver all instruments reasonably necessary to transfer and assign the Tranche B Loan to Stream.  In addition, each Stockholder shall execute and deliver to Stream, at the Closing, such irrevocable proxies and other agreements and instruments, in customary form, as shall be necessary for Stream (or a Subsidiary thereof) to exercise voting and other rights of a Stockholder as to the Shares acquired by it at the Closing until a Tax Clearance Certificate for such Shares in the name of Stream (or a Subsidiary thereof) is obtained from the BIR.  The transactions contemplated by this Section 1.1 and Section 1.2 hereof shall hereinafter be referred to as the “Exchange.”

“Recapitalization” means the issuance to a Stockholder by the Company of Common Shares or shares of redeemable preferred stock of the Company in exchange for Common Shares held by such Stockholder on the date hereof.

“Business day” means any day other than (i) any Saturday or Sunday, (ii) any other day on which banks located in New York, New York and/or in the Philippines generally are closed or authorized by Law to be closed for business or (iii) any other day which is declared a holiday in the Philippines.

1.2Consideration for the Shares and Tranche B Loan.  At the Closing, in consideration for its acquisition of all Shares outstanding immediately prior to the Closing (including the Directors’ Qualifying Shares which will be transferred pursuant to this Agreement to individuals designated by Stream) and in consideration for its acceptance of the Tranche B Loan, Stream shall issue and deliver to the Stockholders an aggregate of 33,653,446 shares of common stock, $0.001 par value per share, of Stream (“Stream Common Stock”); provided, however, (A) upon the circumstances set forth in Section 1.2 of the Stream Disclosure Schedule, at the election of Stream or the Company, made in writing to the other no later than three (3) business days prior to the Closing, Stream may issue to the Stockholders up to an aggregate of 9,800,000 shares of non-voting common stock, $0.001 per value per share, of Stream (“Stream Non-Voting Common Stock”) in substitution for an equal number of shares of Stream Common Stock otherwise issuable

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to the Stockholders under this Section 1.2 (which such shares of Stream Non-Voting Common Stock shall be allocated among the Stockholders on a pro rata basis according to the respective total number of shares of Stream Common Stock otherwise issuable to such Stockholders under this Section 1.2), and (B) at the election of Stream, Stream may pay an aggregate of $9,990 in cash to the Stockholders in substitution for an aggregate of 1,885 shares of Stream Common Stock otherwise issuable to the Stockholders under this Section 1.2 (which such cash shall be allocated among the Stockholders on a pro rata basis on the same basis as set forth in clause (A) above).  Schedule II, which shall be updated as of the Closing to reflect the Updated Schedule I, sets forth a list showing each Stockholder and the number of shares of Stream Common Stock that shall be issuable to such Stockholder.  The issuance of the shares of Stream Common Stock and, if applicable, Stream Non-Voting Common Stock pursuant to this Section 1.2 and pursuant to Article VIII shall not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and such shares shall bear a legend as set forth in the Stockholders Agreement, the form of which is attached hereto as Exhibit A.

1.3Closing.  The Closing shall take place at the offices of WilmerHale, 60 State Street, Boston, Massachusetts 02109 at 9:00 a.m., Boston time, on the second business day after satisfaction or waiver of the conditions set forth in Article VI (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that are by their nature to be satisfied at Closing), unless another time, place and/or date is agreed to in writing by the Company and Stream (the “Closing Date”).  The Exchange shall be deemed to occur at 9:00 a.m., Boston time, on the Closing Date.

1.4Withholding Taxes.  Each of Stream and any paying or similar agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Stockholder pursuant to this Article I such amounts as are required to be deducted and withheld with respect to the making of such payment under any provision of the Internal Revenue Code of 1986, as amended (the “Code”) or any other applicable state, local or foreign tax law.  To the extent that amounts are so withheld by Stream or any paying or similar agent, as the case may be, such withheld amounts (i) shall be remitted by Stream or any paying or similar agent, as the case may be, to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the applicable Stockholder in respect of which such deduction and withholding was made.

1.5Further Assurances.  At any time and from time to time after the Closing, at Stream’s request and without further consideration, each of the Stockholders shall promptly execute and deliver such instruments of transfer, conveyance, assignment and confirmation, and take all such other action as Stream may reasonably request, more effectively to transfer, convey and assign to Stream, and to confirm Stream’s title to, all of the Shares owned by such Stockholder, to put Stream in actual possession and operating control of the assets, properties and business of the Company and its Subsidiaries, to assist Stream in exercising all rights with respect thereto and to carry out the purpose and intent of this Agreement.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

2.1Representations and Warranties of the Stockholders.  Except as set forth on the disclosure schedule delivered by the applicable Stockholder to Stream on or prior to the date of this Agreement (with specific reference to the Section or subsection of this Agreement to which the information stated in such disclosure relates, provided, however that, each section shall be deemed to incorporate by reference all information disclosed in any other section of the disclosure schedule to the extent it is reasonably apparent on its face that such information is relevant to such other section of the disclosure schedule) (a “Stockholder Disclosure Schedule”), each Stockholder hereby severally represents and warrants to Stream that:

(a)Title.  Such Stockholder has good and marketable title to the Shares shown opposite its name on Schedule I and will, upon the Closing, have good and marketable title to all of the Shares set forth opposite its name on the Updated Schedule I (and no other Shares), which such Shares shall be transferred to Stream by such Stockholder pursuant hereto, in each case free and clear of any and all any mortgages, liens, pledges, charges, security interests, encumbrances or other adverse claims or rights of any kind in respect of such property or asset (collectively, “Liens”).

(b)Authority.  Such Stockholder has the full right, power and authority to enter into this Agreement and to transfer, convey, assign and deliver to Stream at the Closing the Shares set forth opposite its name on the Updated Schedule I (and, in the case of NewBridge, the Tranche B Loan) and, upon the Closing, Stream will acquire from such Stockholder good and marketable title to such Shares, (and, in the case of NewBridge, the Tranche B Loan), free and clear of all covenants, Liens, conditions, restrictions or voting trust arrangements.

(c)No Violations.  Such Stockholder is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by such Stockholder or the transfer, conveyance and acquisition of the Shares to be transferred by such Stockholder to Stream pursuant to the terms hereof.

(d)Brokers and Finders.  Except as set forth in Section 3.1(t) hereof, no broker or finder has acted for such Stockholder in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of such Stockholder.

(e)Securities Law Matters.  Such Stockholder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.  Such Stockholder is acquiring the shares of Stream Common Stock and, if applicable, Stream Non-Voting Common Stock (collectively, “Stream Stock”) at the Closing for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such shares in violation of the Securities Act or any rule or regulation under the Securities Act.  Such Stockholder has had adequate opportunity to obtain from representatives of Stream such

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information about Stream as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the shares of Stream Stock at the Closing.  Such Stockholder has reviewed the risk factors disclosed in Stream’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and Stream’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009, each as filed with the U.S. Securities and Exchange Commission (the “SEC”).  Such Stockholder has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of such shares and to make an informed investment decision with respect to such acquisition.  Such Stockholder understands that the issuance of such shares has not been registered under the Securities Act and such shares are “restricted securities” within the meaning of Rule 144 under the Securities Act; and the shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available.

(f)No Other Representations or Warranties.  Except for the representations and warranties contained in this Section 2.1, neither such Stockholder nor any other Person makes any other express or implied representation or warranty on behalf of the Stockholder.  The representations or warranties of such Stockholder therein shall be effective and binding against it notwithstanding any investigation or due diligence conducted by Stream.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STREAM

3.1Representations and Warranties of the Company.  Except as set forth in the disclosure schedules delivered to Stream by the Company on or prior to the date of this Agreement (with specific reference to the Section or subsection of this Agreement to which the information stated in such disclosure relates, provided, however that, each section shall be deemed to incorporate by reference all information disclosed in any other section of the disclosure schedule to the extent it is reasonably apparent on its face that such information is relevant to such other section of the disclosure schedule) (the “Company Disclosure Schedule”), the Company hereby represents and warrants to Stream that:

(a)Organization, Good Standing and Qualification.  Each of the Company and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all other requisite corporate or similar power and authority to own and operate its properties and assets and to carry on its business as currently conducted and (ii) is duly licensed and qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties and assets or conduct of its business requires such qualification, except with respect to (ii) where the failure to be so qualified as a foreign corporation or be in good standing has not and would not be reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect.  The Company has heretofore made available to Stream complete and correct copies of the Company’s and each of its Subsidiaries’ articles of incorporation and by laws (or comparable governing instruments), in each case as amended to the date of this Agreement (the “Corporate Documents”).  The Corporate Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions.  Section 3.1(a) of the Company Disclosure Schedule sets forth a list of all the

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Subsidiaries of the Company, the jurisdictions under which such Subsidiaries are incorporated, and the percent of equity interest therein owned by the Company and each Subsidiary of the Company, as applicable.

“Subsidiary” means with respect to the Company or Stream, as the case may be, any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Subsidiaries or by such party and any one or more of its respective Subsidiaries.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided, that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.  EGS Dutchco, NewBridge and Ares shall not be deemed Affiliates of each other by virtue of their ownership of Stream or the Company.

“Person” means any individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof.

“Company Material Adverse Effect” means any change, event, occurrence or state of facts that, either individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, properties, liabilities, financial condition or assets of the Company and its Subsidiaries taken as a whole; provided, that any such change, event, occurrence or state of facts resulting from or arising out of any of the following shall not be considered when determining if a Company Material Adverse Effect has occurred: (i) any change in Law, U.S. GAAP or the PFRS, (ii) general economic or business conditions; provided that such conditions do not have a disproportionate effect on the Company or its Subsidiaries as compared to other participants in the business process outsourcing industry; (iii) conditions generally affecting the business process outsourcing industry; provided, that such conditions do not have a disproportionate effect on the Company or its Subsidiaries, taken as a whole, as compared to other participants in the business process outsourcing industry; (iv) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, partners or employees, or any litigation arising from allegations of breach of fiduciary duty or violation of Law relating to this Agreement, the Exchange or the transactions contemplated hereby; (v) typhoons, earthquakes or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any escalation or worsening thereof; provided that such conditions do not have a disproportionate effect on the Company or its Subsidiaries, taken as a whole, as compared to other participants in the business process outsourcing industry, and/or render unusable any material facility or property of the Company or its Subsidiaries for a period more than 20 calendar days; provided that for the avoidance of doubt such a rendering unusable of a material facility or property will merely make inapplicable this

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clause (v) and not create an inference that a Company Material Adverse Effect has occurred; (vi) the Company or any of its Subsidiaries taking any action required hereby; (vii) the public announcement or the pendency of this Agreement; (viii) a decline in the trading price of the shares of common stock, PhP2.00 par value per share, of eTelecare Global Solutions, Inc., a Philippines corporation (“eTelecare”); provided that, the underlying cause of such decline shall not be excluded, (ix) any failure in and of itself by the Company to meet any internal or disseminated projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement; provided that the underlying causes of such failures shall not be excluded; (x) any costs or expenses associated with the transactions contemplated hereby; (xi) currency exchange rates or any fluctuations thereof; and (xii) any matter disclosed in the Company Disclosure Schedule; provided, that any development, change or other event with respect to such matter occurring subsequent to the date of the information contained in such schedule, and any effect attributable to information concerning such matter not specifically set forth in such schedule, shall not be excluded.

“Knowledge” or any similar formulation of knowledge means the actual knowledge of, with respect to the Company, those persons set forth in Section 3.1(a) of the Company Disclosure Schedule, and, with respect to Stream, those persons set forth in Section 3.2(a) of the Stream Disclosure Schedule.

“U.S. GAAP” means United States generally accepted accounting principles or interpretations thereof; “PFRS” means Philippine Financial Reporting Standards or interpretations thereof; and “Company Accounting Principles” means U.S. GAAP with respect to eTelecare Global Solutions - US, Inc. and eTelecare Global Solutions - AZ, Inc., and PFRS with respect to the Company and its Philippine Subsidiaries (without taking into account eTelecare Global Solutions - US, Inc. and eTelecare Global Solutions - AZ, Inc.).

(b)Capital Structure.  As of the date of this Agreement, the authorized capital stock of the Company is PhP 40,000,000.00, all of which are shares of Common Shares, of which 11,640,799 shares of Common Shares are outstanding as of the date of this Agreement.  All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights.  Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is legally and beneficially owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of Liens. The Stockholders own, as of the date hereof, all of the issued and outstanding Common Shares (which constitute all of the currently issued and outstanding Shares) and will own, immediately prior to the Closing, all of the issued and outstanding Shares, all of which shall be reflected in Updated Schedule I, other than nine (9) shares owned by the directors of the Company, as set forth in Section 3.1(b) of the Company Disclosure Schedule (the “Directors’ Qualifying Shares”).  The Shares shown on Updated Schedule I shall represent all of the issued and outstanding shares of capital stock of the Company immediately prior to the Closing, except for the Directors’ Qualifying Shares.  Except as set forth above in this Section 3.1(b), there are not any shares of capital stock, voting securities or equity interests of the Company or its Subsidiaries issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, stock appreciation rights, phantom stock, stock participation rights, rights, commitments, plans or agreements of any character providing for the issuance or sale of

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any shares of capital stock, voting securities or equity interest, or the payment of any amount with respect to such stock, securities or equity interest of the Company or its Subsidiaries, including any representing the right to purchase or otherwise receive any Shares, or any preemptive rights, or any redemption, repurchase or similar rights requiring the acquisition of Shares or shares or equity interest or the receipt of any amount with respect to such stock, securities or interest of any Subsidiary of the Company.  Immediately following the Closing, Stream or its Subsidiaries will own all of the capital stock of the Company and its Subsidiaries and there will be no other outstanding capital stock of the Company or its Subsidiaries (other than the Directors’ Qualifying Shares which will be transferred pursuant to this Agreement to individuals designated by Stream); provided, that Stream shall not be entitled to cause the registration of the Shares in its name (or the name of a Subsidiary) until it has received appropriate tax clearance and certificate from the BIR authorizing such registration and provided that upon receipt of such BIR clearance and certificate, Stream shall cause the registration of the capital stock of the Company in the stock and transfer books of the Company in the name of Stream or its Subsidiaries.  The Company and its Subsidiaries do not have any shareholder rights plan in effect.  The Company and its Subsidiaries do not have outstanding any Contracts or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company or any of its Subsidiaries on any matter (“Voting Debt”).

(c)Corporate Authority.  The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate, on the terms and subject to the conditions of this Agreement, the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Stream, is a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).  The board of directors of the Company has unanimously approved and adopted this Agreement and the transactions contemplated hereby to be taken by the Company.

(d)Governmental Filings; No Violations.

(i)Other than (A) any reports, filings, registrations, approvals, compliance and/or notices (I) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), The Securities Regulation Code of the Philippines, including the rules and regulations promulgated thereunder (the “SRC”), and state securities, takeover and “blue sky” laws, (II) with or from Governmental Entities required solely by virtue of the jurisdictions in which the Company or its Subsidiaries conduct business or own any assets listed on Section 3.1(d) of the Company Disclosure Schedule (collectively, the “Ares Foreign Antitrust Filings”), (III) to comply with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), (IV)  under the rules and regulations of NASDAQ, the Philippine Securities and Exchange Commission (the “PSEC”) and the corresponding disclosures required by the Philippine Stock Exchange (“PSE”) and the Philippine Economic Zone Authority (“PEZA”), and (B) tax payments to, and filings with, and tax clearance and certificate

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authorizing registration from, the Philippines Bureau of Internal Revenue (the “BIR”) (items (A.I.) through (A.IV.) and (B) (inclusive), the “Company Required Statutory Approvals”), no notices, reports, registrations or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any United States federal, state or local, Philippines or other foreign, state, or local or national governmental or regulatory authority, agency, commission, body or other governmental entity (each a “Governmental Entity”), in connection with the execution and delivery of this Agreement and the consummation of the Exchange and the other transactions contemplated hereby, except for those that the failure to make or obtain are not reasonably likely, either individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

(ii)The execution, delivery and performance of this Agreement and the consummation of the Exchange and the other transactions contemplated hereby will not constitute or result in (A) a breach or violation of, or a default under, any of the Corporate Documents, (B) a breach or violation of, a default under, the acceleration of any obligations under, the loss of any right or benefit under, a termination or right of termination under, the creation or acceleration of any obligation under, or the creation of a Lien on the assets of the Company or any Subsidiary of the Company (with or without notice, lapse of time or both) pursuant to, any Contract of the Company or any Subsidiary of the Company or any Law or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that would not be reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect or prevent, or materially impair the ability of the Company to perform its obligations under the transactions contemplated by this Agreement.

(e)eTelecare Reports; Financial Statements.

(i)The filings required to be made by eTelecare from January 1, 2007 to the date hereof under the Securities Act and the Exchange Act have been filed with the SEC and under the SRC, have been filed with the PSEC, with copy to the PSE, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates or as of the date of final amendment, as applicable, in all material respects with all applicable requirements of applicable Law.  The Company has caused eTelecare to make available (except to the extent available through the SEC’s Interactive Data Electronic Applications (“IDEA”)), to Stream each registration statement, report, proxy statement and information statement filed by eTelecare with the SEC pursuant to the Securities Act or the Exchange Act and with the PSEC pursuant to the SRC, with copy to the PSE, since January 1, 2007 to the date hereof (all such filings, including all amendments and supplements thereto, the “eTelecare Reports”).  eTelecare is a “foreign private issuer” as such term is defined under Rule 3b-4 of the Exchange Act.  None of the eTelecare Reports (in the case of the eTelecare Reports filed pursuant to the Securities Act), as of their effective dates, contained any untrue statement of a material fact or omitted to state a

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material fact required to be stated therein or necessary to make the statements made therein not misleading.  None of the eTelecare Reports (in the case of the eTelecare Reports filed pursuant to the Exchange Act) as of the respective dates filed with the SEC or first mailed to shareholders, as applicable, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  None of the eTelecare Reports (in the case of the eTelecare Reports filed with the PSEC or PSE) as of the respective dates filed with the PSEC, PSE or first mailed to shareholders, as applicable, contained any untrue statement of material fact or omitted, as applicable, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The consolidated financial statements of eTelecare included or incorporated by reference into the eTelecare Reports comply as to form in all material respects with applicable accounting requirements and published rules and regulations of the SEC or PSEC, as applicable, with respect thereto.

(ii)Each of the consolidated balance sheets included in or incorporated by reference into the eTelecare Reports and the eTelecare Financial Statements (including the related notes and schedules) presents fairly, in all material respects, the financial position of eTelecare and its Subsidiaries as of its date, and each of the consolidated statements of income and consolidated statements of cash flows included in or incorporated by reference into the eTelecare Reports and the eTelecare Financial Statements (including the related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of eTelecare and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), in each case in accordance with Company Accounting Principles, consistently applied, during the periods involved.  eTelecare is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the PSE.  eTelecare’s disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Exchange Act) effectively enable eTelecare to comply with, and the appropriate officers of eTelecare to make all certifications required under, the United States Sarbanes-Oxley Act of 2002 and the regulations promulgated thereunder (the “Sarbanes-Oxley Act”) and otherwise with applicable Law.

“eTelecare Financial Statements” means (i) the audited consolidated financial statements of eTelecare for the period from January 1, 2008 until December 11, 2008 prepared in accordance with U.S. GAAP and provided by the Company to Stream prior to the date hereof, (ii) the audited consolidated financial statements of the Company for the period from December 12, 2008 until December 31, 2008 prepared in accordance with U.S. GAAP and provided by the Company to Stream prior to the date hereof, (iii) the unaudited consolidated financial statements of the Company for the six months ended June 30, 2009 prepared in accordance with U.S. GAAP and provided by the Company to Stream prior to the date hereof, (iv) the unaudited consolidated financial statements of eTelecare for the six months ended June 30, 2009 prepared in accordance with PFRS to be filed with the PSEC pursuant to the SRC as part of the eTelecare Reports by September 1, 2009, and (v) in the event the Closing does not occur on or prior to November 15, 2009, the unaudited consolidated financial statements of the Company for the nine months ended September 30, 2009 prepared in accordance with U.S. GAAP and provided by the Company to Stream in accordance with Section 5.17 hereof.

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(f)Disclosure Documents. None of the information provided by the Company and its Subsidiaries specifically for inclusion or incorporation by reference in any document to be filed with the SEC, the PSEC or any other Governmental Entity in connection with the transactions contemplated by this Agreement (the “Company Filings”) will, at the respective times filed with the SEC, the PSEC or other Governmental Entity, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(g)No Undisclosed Material Liabilities.  There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever in existence, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i)  liabilities or obligations disclosed and provided for in eTelecare’s balance sheet as of June 30, 2009 included in eTelecare Financial Statements (the “eTelecare Balance Sheet”) or in the notes thereto; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since June 30, 2009; (iii) liabilities or obligations not required to be disclosed on the eTelecare Balance Sheet under the Company Accounting Principles; and (iv) liabilities or obligations that would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.

(h)Absence of Certain Changes.  Since December 31, 2008 (the “Audit Date”), except as expressly contemplated by this Agreement, the Company and its Subsidiaries, taken as a whole, have conducted their business only in the ordinary and usual course of such business consistent with past practices and there has not been (i) any Company Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of the Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of any securities of the Company or (iii) any change by the Company in accounting principles, practices or methods which is not required by the Company Accounting Principles.  Since the Audit Date, there has not been any material increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to officers or key employees or any material amendment of any of the Compensation and Benefit Plans (as defined in Section 3.1(j)) other than increases or amendments in the ordinary course of business consistent with past practice.

(i)Litigation. There are no civil, criminal or administrative actions, suits, claims, hearings, investigations, reviews or proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries in the United States or elsewhere, that would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.

(j)Employee Benefits.  The term “Compensation and Benefit Plan” means any (i) equity or equity-based plans and (ii) bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, change in control, retention, employment, termination, severance, compensation, medical, health or other compensation or benefit plan, arrangement, document, practice, agreement, program or policy, including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that covers employees or former employees, or directors or former

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directors; and any trust agreement or insurance contract forming a part of such Compensation and Benefit Plan, including whether the law of the U.S., the Philippines or some other country is applicable to each such plan.  Section 3.1(j) of the Company Disclosure Schedule lists all Compensation and Benefit Plans of the Company and its Subsidiaries other than those that, in the aggregate, are not material to the Company and its Subsidiaries, taken as a whole (“Company Compensation and Benefit Plans”) and any Company Compensation and Benefit Plans containing “change of control” or similar provisions therein are specifically identified in Section 3.1(j) of the Company Disclosure Schedule.  The Company has made available to Stream a copy of (i) all the Company Compensation and Benefit Plans or summaries thereof; (ii) the most recent annual report on Form 5500 required to be filed with respect to each Compensation and Benefit Plan; and (iii) each agreement, policy, program or arrangement that covers key employees or former key employees of the Company and its Subsidiaries under which the Company’s or its Subsidiaries’ obligations have not been fully satisfied.

(i)All the Company Compensation and Benefit Plans, including those subject to ERISA and the Code, are in compliance in all material respects with the terms of such plans and the applicable provisions of ERISA, the Code and any other applicable Law, including Philippine Law.  Each Company Compensation and Benefit Plan that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) and that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the U.S. Department of the Treasury, Internal Revenue Service (the “IRS”), and nothing has occurred, whether by action or failure to act, that would cause the loss of such qualification or that would result in costs to the Company or any of its Subsidiaries under the IRS’s Employee Plans Compliance Resolution System, in either case, that would be reasonably likely to have a Company Material Adverse Effect.  There is no material pending or, to the Knowledge of the Company, threatened litigation relating to the Company Compensation and Benefit Plans that would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.  Neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any Pension Plan that, assuming the taxable period of such transaction expired, would subject the Company or any of its Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA or any applicable Law.  Except as set forth in Section 3.1(j) of the Company Disclosure Schedule, with respect to any Company Compensation and Benefit Plan, no administrative investigation, audit or other administrative proceeding by any governmental agency is in progress or, to the Knowledge of the Company, pending or threatened, except for those the outcome of which would not be reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect.

(ii)No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”).  The Company and its Subsidiaries have not incurred and do not expect to incur any withdrawal liability with respect to a multi-employer plan under Subtitle E of Title IV of ERISA (regardless of whether based on the contributions of an ERISA Affiliate). No notice of a “reportable event,” within the meaning of Section 4043 of

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ERISA for which the thirty (30) day reporting requirement has not been waived or extended, other than an extension pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any Pension Plan or by any ERISA Affiliate within the preceding twelve (12) month period.

(iii)All contributions required to be made under the terms of any Company Compensation and Benefit Plan or applicable Law, have been timely made, and to the extent such payment is not required under applicable Law, it has been reflected on the eTelecare Balance Sheet in accordance with the Company Accounting Principles.  Neither any Pension Plan nor any single-employer plan of an ERISA Affiliate has an “accumulated funding deficiency” (whether or not waived) within the meaning of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA and no ERISA Affiliate has an outstanding funding waiver.  Neither the Company nor any of its Subsidiaries has provided, or is required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code.

(iv)Neither the Company nor its Subsidiaries have any material obligations for, or liabilities with respect to, post-termination health and life benefits under any Company Compensation and Benefit Plan, except for benefits required to be provided under Section 4980B of the Code or any other similar, applicable law requiring continuation of health coverage at employee (or beneficiary) expense.

(v)Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either immediately or upon the occurrence of any related event thereafter, (A) entitle any current or former employee (“Employee”), officer, manager or independent contractor of the Company or any of its Subsidiaries to severance pay, unemployment compensation, or any other payment, (B) accelerate the time of payment, funding or vesting of any amount, compensation or benefit or increase the amount of compensation otherwise due any such individual, or (C) result in any portion of any payment to any such individual not being deductible by the Company.

(k)Compliance with Laws.

(i)The Company and its Subsidiaries are in compliance in all material respects with all United States federal, state or local, Philippine or other foreign, state or local law, statute, ordinance, code, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit or authorization of any Governmental Entity and any binding administrative or judicial interpretations thereof (individually, “Law” and collectively, “Laws”) applicable to the Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations, except for violations that would not be reasonably likely to, either individually or in the aggregate, materially impair the ability of the Company to consummate the transactions contemplated hereby and which would not be reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect.  No investigation or review by any Governmental Entity or assessment or any adverse procedure with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same, except for those the outcome of which would not be reasonably

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likely to, either individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.  The Company and each of its Subsidiaries holds, or has applied for, all permits, licenses, certificates, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals from Governmental Entities necessary to conduct its business as currently conducted (collectively, “Permits”), except for those that would not be reasonably likely to be material to the Company and its Subsidiaries taken as a whole, either individually or in the aggregate, or materially impair the ability of the Company to consummate the transactions contemplated hereby.  The Company and its Subsidiaries are (and since January 1, 2007 have been) in compliance in all material respects with the terms of all Permits.  Since January 1, 2007, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity (A) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with all Laws applicable to the Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations or (B) was considering the amendment, termination, revocation or cancellation of any Permit, except for those that would not be reasonably likely to, either individually or in the aggregate, result in any material harm or liability to the Company or its Subsidiaries, taken as a whole. The provisions of this Section 3.1(k) shall not apply to employee benefits Laws which are covered exclusively in Section 3.1(j), Environmental Laws (as defined in Section 3.1(l)(iii)) which are covered exclusively in Section 3.1(l), Tax Laws which are covered exclusively in Section 3.1(m) or intellectual property Laws which are covered exclusively in Section 3.1(o).

(ii)eTelecare has established policies relating to gifts, entertainment and other similar benefits for customers and prospective customers (if in writing, copies of which have been provided to Stream), and, except as would not be material to eTelecare and its Subsidiaries, as a whole, neither eTelecare nor any of its Subsidiaries has, to its Knowledge, since January 1, 2007, obtained or retained business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (other than (1) any gift, entertainment or other similar benefits offered or paid in accordance with eTelecare’s policies that comply with applicable Laws, (2) any services provided to customers and prospective customers pursuant to the applicable customer contracts in eTelecare’s and its Subsidiaries’ ordinary course of business) or any commission payment to: (A) any person who is an official, officer, agent, employee or representative of any Governmental Entity; (B) any individual who is an officer, agent, employee or representative of any existing or prospective customer, in their capacity as such; (C) any political party or official thereof; (D) any candidate for political or political party office; or (E) any other individual or entity while knowing that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any such individual or any such person, as applicable.

(l)Environmental Matters.

(i)Except for such matters that would not, either individually or in the aggregate, be reasonably likely to cause a Company Material Adverse Effect: (A) the operations of the Company and its Subsidiaries are and since January 1, 2007, have been in compliance with all applicable Environmental Laws; (B) each of the Company and each of its Subsidiaries is and has been since January 1, 2007, in possession of and in compliance with all Permits required under applicable Environmental Laws (“Environmental Permits”) with respect to the business of

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the Company and its Subsidiaries; (C) neither the Company nor any of its Subsidiaries is subject to any pending or, to the Company’s Knowledge, threatened claim concerning any violation or alleged violation of or liability or potential liability under any applicable Environmental Law; (D) there are no material writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits or proceedings pending and, to the Knowledge of the Company, none are threatened relating to compliance by or liability of the Company or any of its Subsidiaries with any Environmental Permits; and (E) to the Company’s Knowledge, no facts, circumstances or conditions currently exist that would reasonably be expected to result in the Company or any of its Subsidiaries incurring liability under Environmental Laws or Environmental Permits.

(ii)Notwithstanding any other provision of this Agreement to the contrary (including, but not limited to, Section 3.1(k)), the representations and warranties of Company in this Section 3.1(l) constitute the sole representations and warranties of the Company with respect to any Environmental Law or Hazardous Substance.

(iii)“Environmental Law” means any United States federal, state or local, and Philippine or other foreign, national, state or local Laws, regulations, codes, rules, ordinances, Permits, authorizations, decrees, orders, injunctions or judgments and any binding administrative or judicial interpretations thereof relating to: (A) pollution; (B) the protection of the environment (including air, water, soil, subsurface strata and natural resources) or human health and safety from exposure to Hazardous Substances; and (C) the regulation of the generation, use, storage, handling, transportation, treatment, release, remediation or disposal of Hazardous Substances.

(iv)“Hazardous Substance” means (A) any material, substance, or waste, defined, classified, or otherwise characterized under Environmental Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “flammable,” “corrosive,” “reactive,” “explosive” or “radioactive;” or (B) any petroleum, petroleum products or by-products, friable asbestos or any material or equipment containing regulated concentrations of polychlorinated biphenyls.

(m)Tax Matters.

(i)The Company and each of its Subsidiaries (A) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns (as defined in Section 3.1(m)(xi)) required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; (B) (1) have timely paid all Taxes that are due and owing by them (whether or not shown as due on such filed Tax Returns), except with respect to matters being contested in good faith and with respect to which adequate reserves have been established and set forth on the eTelecare Balance Sheet and (2) are not subject to any penalties or charges with respect to the failure to file or late filing of any Tax Return required to be filed by or with respect to any of them on or before the Closing Date; (C) have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; and (D) do not have any deficiency, or any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters pending or proposed or threatened in writing.

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(ii)Neither the Company nor any of its Subsidiaries has “participated” (within the meaning of Treasury Regulation Section 1.6011-4(c)(3)) in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) (and all predecessor regulations).

(iii)Neither the Company nor any of its Subsidiaries is a party to or bound by any material Tax allocation, sharing or indemnity agreements or arrangements other than those entered into in the ordinary course of its business.  Neither the Company nor any of its Subsidiaries has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax law), or as a transferee or successor.

(iv)The Company and each Subsidiary have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have duly and timely withheld and paid over to the appropriate Taxing Authority all amounts required to be so withheld and paid under all applicable Laws.

(v)No claim has been made by a Taxing Authority in a jurisdiction where the Company or any Subsidiary does not file Tax Returns such that it is or may be subject to taxation by that jurisdiction.

(vi)All deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority of the Tax Returns of, or including, the Company or any Subsidiary, have been fully paid.

(vii)Neither the Company nor any Subsidiary is subject to any private letter ruling of the IRS or comparable rulings of the BIR or any other Taxing Authority.

(viii)There are no Liens as a result of any unpaid Taxes upon any of the assets of the Company or any Subsidiary other than Liens for Taxes not yet due.

(ix)eTelecare (and as applicable, its Subsidiaries) has complied in all material respects with (A) PEZA rules, regulations, circulars and directives; (B) the terms and conditions of its registration and supplemental agreements with PEZA covering its registered projects; and (C) all PEZA requests for information and submission of statutory or interim reports.  To the Knowledge of the Company, eTelecare (and as applicable, its Subsidiaries) has not given cause for PEZA to withdraw, cancel or deny any of the tax holidays or other incentives granted under its registration or supplemental agreements covering its registered facilities or deny any pending or future application for the extension of any fiscal incentive (i.e., tax holiday) of the same, or is any modification of such incentives pending.

(x)“Tax” (including, with correlative meaning, the terms “Taxes,” and “Taxable”) includes all United States federal, state, national and local, Philippine and other foreign jurisdiction income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, capital, sales, license, social security, transfer, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy, real property, percentage, estimated and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to

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such amounts and any interest in respect of such penalties and additions and any transferee or successor liability in respect of any items described above payable by reason of contract, assumption, operation of Law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law) or otherwise.

(xi)“Tax Return” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) supplied or required to be supplied to a Taxing Authority relating to Taxes.

(xii)“Taxing Authority” means the BIR, the IRS and any other Governmental Entity responsible for the administration of any Tax or fiscal incentives such as, but not limited to income tax holidays.

(n)Labor Matters.

(i)Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement with a labor union or labor organization, nor are there any employees of the Company or any of its Subsidiaries represented by a works’ council, representative body or other labor organization, and there are, to the Knowledge of the Company, no material activities or material proceedings of any labor union, works council, representative body or other organization to organize any employees of the Company or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any such union, works council or representative body.  Neither the Company nor any of its Subsidiaries has committed an unfair labor practice or any other violation of law relating to employee matters or is the subject of any material proceeding asserting that the Company or any of its Subsidiaries has committed such practice or violation, nor since January 1, 2007 has there been any labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries, except for those that, either individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.  Section 3.1(n) of the Company Disclosure Schedule lists all employees of the Company and its Subsidiaries who will be paid a base salary (without regard to any bonus or change in control payments that may be triggered by the transactions contemplated by this Agreement) on an annualized basis for the fiscal year ending December 31, 2009 of more than $300,000.

(ii)To the Knowledge of the Company, none of the employees, officers or managers of the Company or its Subsidiaries is subject to any non-competition agreement or any other similar agreement or restriction other than with the Company or its Subsidiaries.

(o)Intellectual Property.

(i)The Company or one of its Subsidiaries owns, or is licensed or otherwise possesses sufficient legally enforceable rights to use, all patents, trademarks, trade names, service marks, trade dress, copyrights, Internet domain names, technology, trade secrets, know-how, inventions, works of authorship, scripts, procedures, computer software programs or applications, databases, customer lists and tangible or intangible proprietary information or materials (“Intellectual Property Rights”) that are currently used or held for use in its and its

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Subsidiaries’ businesses (collectively, “Company Intellectual Property Rights”), except for any such failures to own, be licensed or possess that, either individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.  The Company Intellectual Property Rights owned by or licensed to the Company and its Subsidiaries include all Intellectual Property Rights necessary and sufficient to enable the Company and its Subsidiaries to conduct their respective businesses as currently conducted.  To the Knowledge of the Company, the Company Intellectual Property Rights and the Company’s and its Subsidiaries’ rights therein are valid and enforceable.  The consummation of the transactions contemplated hereby will not result in the loss or impairment of the right of Stream, the Company or any of the Company’s Subsidiaries to own or use any material Company Intellectual Property Rights.

(ii)Except for such matters that, either individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect (A) neither the use of any Company Intellectual Property Rights by the Company or its Subsidiaries nor the conduct of the businesses of the Company or any of its Subsidiaries (including the development, licensing, marketing, importation, exportation, offer for sale, sale, use or other exploitation of any products or services in connection with such businesses) conflicts with, infringes, violates or interferes with or constitutes or results from an appropriation or misappropriation of any right, title, interest or goodwill, including any Intellectual Property Right or proprietary right, of any other Person, (B) to the Knowledge of the Company, no person or entity is conflicting with, infringing, violating, interfering with or misappropriating any Company Intellectual Property Rights, (C) to the Knowledge of the Company, there have been no claims made or threatened, and neither Company nor any of its Subsidiaries has received written notice of any claim or otherwise knows, that any Company Intellectual Property Right is invalid or unenforceable, or conflicts with, infringes, violates or interferes with or constitutes or results from an appropriation or misappropriation of any right of any other Person and (D) neither the Company nor any of its Subsidiaries has made any written claims or, to the Knowledge of the Company, unwritten claims against any person or entity alleging that any person or entity is conflicting with, infringing, violating, interfering with or misappropriating any Company Intellectual Property Rights.

(iii)No trade secrets and confidential and proprietary information (collectively, “Trade Secrets”) or other material confidential and proprietary information of the Company or any of its Subsidiaries has been authorized to be disclosed or to the Knowledge of the Company has been actually disclosed by the Company or any of its Subsidiaries or any other person or entity other than pursuant to a written non-disclosure agreement restricting the disclosure and use thereof.  Each of the Company and its Subsidiaries has established privacy policies and is, and since January 1, 2007 has been, in compliance with its respective privacy policies and any Laws relating to personally identifiable information.  In addition, the Company and the Subsidiaries have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets or other material confidential and proprietary information (and any confidential information owned by any third person to whom the Company or any of its Subsidiaries has a confidentiality obligation).

(iv)The IT Systems (as defined below) are adequate and sufficient in all material respects (including with respect to working condition and capacity) for the operation of the businesses of the Company and its Subsidiaries as currently conducted and as currently

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contemplated or proposed to be conducted.  Since January 1, 2007, (A) no error or fault has occurred in or to any IT Systems that has resulted in a material interruption to the operations of the Company or any of its Subsidiaries and (B) to the Knowledge of the Company, there has been no unauthorized use or access to the IT Systems (or any data or information stored thereon).  The Company and its Subsidiaries have established a plan in the event of a failure of the IT Systems (whether due to natural disaster, power failure or otherwise) intended to minimize any disruption to the operations of the Company and its Subsidiaries.  “IT Systems” means all communications systems, computer systems, servers, network equipment and other hardware owned or controlled and used by the Company or any of its Subsidiaries in the conduct of its or their businesses.

(v)Neither the Company nor any of its Subsidiaries is currently a party to any source code escrow contract or other contract requiring the deposit of source code or related materials for any software developed by or for the Company or any of its Subsidiaries (the “Company Software”).  No “open source,” “freeware,” “shareware” or software distributed under similar licensing or distribution models forms part of, was or is used in connection with, was or is incorporated in whole or in part in, has been or is distributed in whole or in part with, or was or is used in the development of any Company Software, in a manner that (A) materially compromises the Company’s Intellectual Property Rights in the Company Software; (B) requires that the Company Software be made available or distributed in source code form; or (C) requires that the Company Software be redistributable.

(p)Title to Properties.  The Company and each of its Subsidiaries has good and valid title to all of its material properties and assets which are, individually or in the aggregate, material to the Company’s and its Subsidiaries’ business or financial condition on a consolidated basis, free and clear of all Liens, except Liens for Taxes not yet due and payable or being contested in good faith and other Liens that would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.  All leases pursuant to which the Company and each of its Subsidiaries leases from others material real or personal property are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party (or any event which with notice or lapse of time, or both, would constitute a material default), that would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.  Section 3.1(p) of the Company Disclosure Schedule lists all real property leases of the Company and its Subsidiaries.

(q)Contracts.

(i)Set forth in Section 3.1(q) of the Company Disclosure Schedule is a list of (A) each Contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by eTelecare with the SEC on the date hereof, and (B) each of the following to which the Company or any of its Subsidiaries is a party: (1) Contract that purports to limit, curtail or restrict the ability of the Company or any of its existing or future Subsidiaries to compete in any geographic area or line of business or restrict the Persons to whom the Company or any of its existing or future Subsidiaries may sell products

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or deliver services; (2) partnership or joint venture agreement; (3) Contract for the acquisition, sale or lease of material properties or assets (by merger, purchase or sale of stock or assets or otherwise) entered into since January 1, 2007; (4) Contract with any Governmental Entity; (5) loan or credit agreement, mortgage, indenture, note or other Contract or instrument evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries or any Contract or instrument pursuant to which indebtedness for borrowed money may be incurred or is guaranteed by the Company or any of its Subsidiaries or Liens on material property or assets granted; (6) voting agreement or registration rights agreement; (7) customer Contract referred to in Section 3.1(u); (8) Contract (other than customer Contracts) that involved consideration (whether or not measured in cash) of greater than $3,000,000 in the fiscal year ended December 31, 2008, or $6,000,000 over the term of the Contract; (9) each other Contract that is material to the business or financial condition of the Company and its Subsidiaries, taken as a whole (the Contracts and other documents required to be listed on Section 3.1(q) of the Company Disclosure Schedule, together with any and all other Contracts of such type entered into in accordance with Section 4.1, each a “Company Material Contract”); provided that the provisions of this Section 3.1(q), including the definition of a Company Material Contract, shall not apply to Company Compensation and Benefit Plans, which are covered exclusively in Section 3.1(j).

(ii)Each of the Company Material Contracts is valid, binding and in full force and effect and is enforceable in accordance with its terms by the Company and its Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception.  Neither the Company nor any of its Subsidiaries is in default under any Company Material Contract or other Contract to which the Company or any of its Subsidiaries is a party (collectively, the “Company Contracts”), nor does any condition exist that, with notice or lapse of time or both, would constitute a default thereunder by the Company and its Subsidiaries party thereto, except for such defaults as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.  To the Knowledge of the Company, no other party to any Company Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default by any such other party thereunder, except for such defaults as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.  Neither the Company nor any of its Subsidiaries has received any notice of termination or cancellation under any Company Material Contract, received any notice of breach or default in any material respect under any Company Material Contract which breach has not been cured, or granted to any third party any rights, adverse or otherwise, that would constitute a breach of any Company Material Contract, in each case except for such matters as, individually, or in the aggregate have not had a Company Material Adverse Effect.

(iii)“Contract” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

(r)Insurance.  eTelecare maintains for itself, the Company and its Subsidiaries insurance policies (the “Policies”) covering the assets, business, equipment, properties, operations, employees, directors and officers, and product warranty and liability claims, and such other forms of insurance in such amounts, with such deductibles and against such risks and losses as, in its judgment, are reasonable for the business and assets of the

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Company and its Subsidiaries, such Policies are in full force and effect, all premiums due and payable thereon have been paid, and the Company and its Subsidiaries are otherwise in compliance with the terms and conditions of such Policies except for failures to so comply that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.  Neither the Company nor any of its Subsidiaries is in material breach or default, and neither the Company nor any of its Subsidiaries have taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a material breach or default, or permit termination or material modification, of any of the Policies.

(s)No Vote Required.  Except for such approvals that have been obtained, no approval of the Company’s shareholders is required to approve this Agreement and the transactions contemplated hereby.

(t)Brokers and Finders.  Except for Morgan Stanley & Co. Incorporated, neither the Company nor any of its Subsidiaries, officers, directors or employees has retained any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated hereby.

(u)Customers.  Section 3.1(u) of the Company Disclosure Schedule sets forth a list of the ten (10) largest customers of the Company and its Subsidiaries, taken as a whole, as measured by the dollar amount of purchases therefrom or thereby, during the six months ended June 30, 2009.  Since December 31, 2008, no customer listed on Section 3.1(u) of the Company Disclosure Schedule has terminated its relationship with the Company or any of the Subsidiaries.

(v)No Takeover Statute. Except as set forth in Section 3.1(v) of the Company Disclosure Schedule, no Takeover Statute enacted under state or federal laws in the United States applicable to the Company or its Subsidiaries or any other applicable Law (including Laws of the Philippines) is applicable to the Exchange or the transactions contemplated hereby.  “Takeover Statute” means any restrictive provision of any applicable “fair price,” “moratorium,” “control share acquisition,” “interested shareholder” or other similar anti-takeover Law.

(w)Status of Merger and Reverse Stock Split.  The board of directors of eTelecare and the board of directors of EGS Acquisition Corp., the shareholder owning at least two-thirds of the outstanding capital stock of eTelecare, have approved the terms and authorized the filing of the amendment to Article SEVENTH of the Amended Articles of Incorporation of eTelecare (the “Company Amendment”) attached hereto as Exhibit E.  The board of directors of eTelecare, the board of directors of EGS Acquisition Corp., the shareholders owning at least two-thirds of the outstanding capital stock of eTelecare, and the shareholders owning at least two-thirds of the outstanding capital stock of EGS Acquisition Corp. have approved the terms of the Plan and Agreement of Merger by and between eTelecare and EGS Acquisition Corp. dated April 28, 2009, a copy of which has been provided by the Company to Stream (the “Merger Agreement”).  eTelecare, the Company and EGS Acquisition Corp. have taken all necessary corporate and stockholder action to authorize and approve the Company Amendment and the Merger Agreement.  The Company is not aware of any written objections by any stockholder of eTelecare to the Company Amendment or the Merger Agreement.  Upon the receipt of approval by the PSEC and in accordance with applicable Law, the Company Amendment will be effective.  After five (5) business days from receipt of approval by the PSEC, the merger by and

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between eTelecare and EGS Acquisition Corp., with eTelecare as the surviving company (the “Merger”), will become effective in accordance with the terms of the Merger Agreement and applicable Law.  Upon the effectiveness of the Merger and the Company Amendment, except as set forth in Section 3.1(w) of the Company Disclosure Schedule, eTelecare will become a wholly-owned subsidiary of the Company.

(x)No Other Representations or Warranties. Except for the representations and warranties contained in this Section 3.1, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company or any of its Subsidiaries.  The representations or warranties of the Company herein shall be effective and binding against it notwithstanding any investigation or due diligence conducted by Stream.

3.2Representations and Warranties of Stream.  Except as set forth in the disclosure schedules delivered to the Company by Stream on or prior to the date of this Agreement (with specific reference to the Section or subsection of this Agreement to which the information stated in such disclosure relates, provided, however, that each section shall be deemed to incorporate by reference all information disclosed in any other section of the disclosure schedule to the extent it is reasonably apparent on its face that such information is relevant to such other section of the disclosure schedule) (the “Stream Disclosure Schedule”), Stream represents and warrants to the Company and each of the Stockholders that:

(a)Organization, Good Standing and Qualification.  Each of Stream and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all other requisite corporate or similar power and authority to own and operate its properties and assets and to carry on its business as currently conducted and (ii) is duly licensed and qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties and assets or conduct of its business requires such qualification, except with respect to (ii) where the failure to be so qualified as a foreign corporation or be in good standing has not and would not be reasonably likely to, either individually or in the aggregate, have a Stream Material Adverse Effect (as defined below).  Stream has heretofore made available to the Company complete and correct copies of Stream’s and each of its Subsidiaries’ certificates of incorporation and by laws (or comparable governing instruments), in each case as amended to the date of this Agreement (the “Stream Corporate Documents”).  The Stream Corporate Documents are in full force and effect and neither Stream nor any of its Subsidiaries is in violation of any of their respective provisions.  Section 3.2(a) of the Stream Disclosure Schedule sets forth a list of all the Subsidiaries of Stream, the jurisdictions under which such Subsidiaries are incorporated, and the percent of equity interest therein owned by Stream and each Subsidiary of Stream, as applicable.

“Stream Material Adverse Effect” means any change, event, occurrence or state of facts that, either individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, properties, liabilities, financial condition or assets of Stream and its Subsidiaries taken as a whole; provided, that any such change, event, occurrence or state of facts resulting from or arising out of any of the following shall not be considered when determining if a Stream Material Adverse Effect has occurred: (i) any change in Law, U.S. GAAP or interpretations thereof, (ii) general economic or business conditions; provided that such conditions do not have a disproportionate effect on Stream or its Subsidiaries as compared to

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other participants in the business process outsourcing industry; (iii) conditions generally affecting the business process outsourcing industry; provided that such conditions do not have a disproportionate effect on Stream or its Subsidiaries, taken as a whole, as compared to other participants in the business process outsourcing industry; (iv) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, partners or employees, or any litigation arising from allegations of breach of fiduciary duty or violation of Law relating to this Agreement, the Exchange or the transactions contemplated hereby; (v) typhoons, earthquakes or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any escalation or worsening thereof; provided that such conditions do not have a disproportionate effect on Stream or its Subsidiaries, taken as a whole, as compared to other participants in the business process outsourcing industry, and/or render unusable any material facility or property of Stream or its Subsidiaries for a period more than 20 calendar days; provided that for the avoidance of doubt such a rendering unusable of a material facility or property will merely make inapplicable this clause (v) and not create an inference that a Stream Material Adverse Effect has occurred; (vi) Stream or any of its Subsidiaries taking any action required hereby; (vii) the public announcement or the pendency of this Agreement; (viii) a decline in the trading price of the shares of Stream Common Stock; provided that, the underlying cause of such decline shall not be excluded: (ix) any failure in and of itself by Stream to meet any internal or disseminated projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement; provided that the underlying causes of such failures shall not be excluded; (x) any costs or expenses associated with the transactions contemplated hereby; (xi) currency exchange rates or any fluctuations thereof; and (xii) any matter disclosed in Stream Disclosure Schedule; provided, that any development, change or other event with respect to such matter occurring subsequent to the date of the information contained in such schedule, and any effect attributable to information concerning such matter not specifically set forth in such schedule, shall not be excluded.

(b)Capital Structure.  As of the date hereof, the authorized capital stock of Stream is 150,000,000 shares, consisting of 149,000,000 shares of Stream Common Stock, of which 9,445,999 shares are outstanding as of the date of this Agreement; and 1,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which 150,000 shares are designated Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), of which, as of the date of this Agreement, 150,000 shares are outstanding, which such shares will be convertible into 34,919,792 shares of Stream Common Stock upon the Closing; and 2,000 shares are designated Series B Convertible Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”), of which, as of the date of this Agreement, 702 shares are outstanding, which such shares will be convertible into 165,342 shares of Stream Common Stock upon the Closing.  Upon the Closing, after giving effect to the Certificate of Amendment attached hereto as Exhibit C (the “Amended Certificate”), the authorized capital stock of Stream will be 200,000,000 shares of Stream Common Stock and 11,000,000 shares of Stream Non-Voting Common Stock, and 1,000,000 shares of Preferred Stock of which 150,000 shares shall be designated Series A Preferred Stock, and 2,000 shares shall be designated Series B Preferred Stock, each of which will have the terms set forth in Stream’s Certificate of Incorporation as amended and in effect on the date hereof, and as further amended by the Amended Certificate.  Immediately following the Closing, the Certificate of Incorporation of Stream shall be amended to eliminate all authorized shares of Series A Preferred Stock and

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Series B Preferred Stock.  All of the issued and outstanding shares of Stream Common Stock, Series A Preferred Stock and Series B Preferred Stock have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights.  Each of the outstanding shares of capital stock or other securities of each of Stream’s Subsidiaries is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is legally and beneficially owned by Stream or a direct or indirect wholly-owned Subsidiary of Stream, free and clear of any Liens.  As of the date of this Agreement, Stream has outstanding warrants (the “Warrants”) to purchase a total of 28,021,618 shares of Stream Common Stock at an exercise price of $6.00 per share, of which 7,500,000 warrants expiring August 7, 2018 (the “Ares 2018 Warrants”) and 425,000 warrants expiring October 17, 2011 are held by Ares.  Included in Section 3.2(b) of the Stream Disclosure Schedule is a correct and complete list, as of the date of this Agreement, of all outstanding options or restricted shares granted under Stream’s 2008 Stock Incentive Plan (the “Stream Stock Plan”) or otherwise, and, for each option or restricted share, to the extent applicable, the number of shares covered thereby, the terms of vesting, exercise price, expiration date and name of holder.  All such outstanding options have an exercise price not lower than the fair market value per share of Stream Common Stock on the applicable date of grant.  Except as set forth above in this Section 3.2(b), there are not any shares of capital stock, voting securities or equity interests of Stream or its Subsidiaries issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, stock appreciation rights, phantom stock, stock participation rights, rights, commitments, plans or agreements of any character providing for the issuance or sale of any shares of capital stock, voting securities or equity interest, or the payment of any amount with respect to such stock, securities or interest, of Stream or its Subsidiaries, including any representing the right to purchase or otherwise receive any shares, or any preemptive rights, or any redemption, repurchase or similar rights requiring the acquisition of shares or shares or equity interest or the receipt of any amount with respect to such stock, securities or interest of any Subsidiary of Stream.  Stream and its Subsidiaries do not have any shareholder rights plan in effect.  Stream and its Subsidiaries do not have outstanding any Contracts or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Stream or any of Stream’s Subsidiaries on any matter.

Assuming the accuracy of the representations and warranties of the Stockholders set forth in Article II, the offer, sale, and issuance of the Stream Common Stock and the Stream Non-Voting Common Stock pursuant to the Exchange will be exempt from the registration requirements of the Securities Act.  Neither Stream nor any person acting on its behalf has taken or will take any action that would reasonably be expected to cause the loss of any such exemption.  At the Closing, (i) the Stream Common Stock and the Stream Non-Voting Common Stock will be duly authorized, validly issued, fully paid and nonassessable, (ii) the shares of Stream Common Stock and/or the Stream Non-Voting Common Stock issuable (a) pursuant to Section 5.2 of the Stockholders Agreement, (b) upon the conversion of the Stream Non-Voting Common Stock, and (c) pursuant to Article VIII, will be, in each case, duly reserved for issuance and, when issued pursuant to the terms of this Agreement and/or the Stockholders Agreement, as applicable, will be duly authorized, validly issued, fully paid and nonassessable and will be free of any Liens other than those that might be imposed by applicable Laws and other than those that might be imposed by any agreement to which the holder of such shares is a party or by which it is bound.

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(c)Corporate Authority.  Stream has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate, on the terms and subject to the conditions of this Agreement, the transactions contemplated hereby.  This Agreement has been duly executed and delivered by Stream and, assuming due authorization, execution and delivery by the Company and the Requisite Stockholder Approval, is a valid and legally binding agreement of Stream enforceable against Stream in accordance with its terms, subject to the Bankruptcy and Equity Exception.  The board of directors of Stream has unanimously approved and adopted (i) this Agreement and the transactions contemplated hereby and (ii) the Amended Certificate, determined that the Exchange and Amended Certificate are advisable and in the best interests of Stream and its shareholders and resolved to recommend that the shareholders of Stream approve the issuance of the shares of Stream Stock pursuant to the Exchange and transaction contemplated hereby and the Amended Certificate (the “Voting Proposals”).  The “Requisite Stockholder Approval” means the approval of the issuance of the shares of Stream Stock pursuant to the Exchange and transactions contemplated hereby and the Amended Certificate by the stockholders of Stream holding at least a majority of the outstanding shares of Series A Preferred Stock, as a separate class, and a majority of the shares of Stream Common Stock, Series A Preferred Stock (on an as-converted basis) and Series B Preferred Stock (on an as-converted basis), as a single class.

(d)Governmental Filings; No Violations.

(i)Other than any reports, filings, registrations, approvals, compliance and/or notices (A) under the HSR Act, the Securities Act, the Exchange Act and state securities, takeover and “blue sky” laws, (B) with or from Governmental Entities required solely by virtue of the jurisdictions in which Stream or its Subsidiaries conduct business or own any assets listed on Section 3.2(d) of the Stream Disclosure Schedule (collectively, the “Stream Foreign Antitrust Filings”), (C) to comply with the rules and regulations of FINRA, and (D) filings within the rules and regulations of the New York Stock Exchange Amex Equities (the “NYSE Amex”), (items (A) through (D) (inclusive), the “Stream Required Statutory Approvals”), no notices, reports, registrations or other filings are required to be made by Stream with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Stream from any Governmental Entity, in connection with the execution and delivery of this Agreement and the consummation of the Exchange and the other transactions contemplated hereby, except for those that the failure to make or obtain are not reasonably likely, either individually or in the aggregate, to be material to Stream and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of Stream to consummate the transactions contemplated by this Agreement.

(ii)Except as set forth on Section 3.2(d) of the Stream Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the Exchange and the other transactions contemplated hereby will not constitute or result in (A) a breach or violation of, or a default under, any of the Stream Corporate Documents, (B) a breach or violation of, a default under, the acceleration of any obligations under, the loss of any right or benefit under, a termination or right of termination under, the creation or acceleration of any obligation under, or the creation of a Lien on the assets of Stream or any Subsidiary of Stream (with or without notice, lapse of time or both) pursuant to, any Contract of Stream or any

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Subsidiary of Stream or any Law or governmental or non-governmental permit or license to which Stream or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that would not be reasonably likely to, either individually or in the aggregate, have a Stream Material Adverse Effect or prevent, or materially impair the ability of Stream to perform its obligations under the transactions contemplated by this Agreement.

(e)Stream Reports; Financial Statements.

(i)The filings required to be made by Stream from January 1, 2007 to the date hereof under the Securities Act and the Exchange Act have been filed with the SEC, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates or as of the date of final amendment, as applicable, in all material respects with all applicable requirements of applicable Law.  Stream has made available (except to the extent available through IDEA to the Company each registration statement, report, proxy statement and information statement filed by it with the SEC pursuant to the Securities Act or the Exchange Act from January 1, 2007 to the date hereof (all such filings, including all amendments and supplements thereto, the “Stream Reports”).  None of the Stream Reports (in the case of the Stream Reports filed pursuant to the Securities Act), as of their effective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading.  None of the Stream Reports (in the case of the Stream Reports filed pursuant to the Exchange Act) as of the respective dates filed with the SEC or first mailed to shareholders, as applicable, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The consolidated financial statements of Stream included in or incorporated by reference in the Stream Reports comply as to form in all material respects with applicable accounting requirements and published rules and regulations of the SEC with respect thereto.

(ii)Each of the consolidated balance sheets included in or incorporated by reference into the Stream Reports (including the related notes and schedules) presents fairly, in all material respects, the financial position of Stream and its Subsidiaries as of its date, and each of the consolidated statements of income and consolidated statements of cash flows included in or incorporated by reference into the Stream Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of Stream and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), in each case in accordance with U.S. GAAP consistently applied during the periods involved.

(iii)In the event the Closing does not occur on or prior to November 15, 2009, Stream represents and warrants to the Company and each of the Stockholders that the consolidated balance sheet at September 30, 2009 included in Stream’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 to be filed by Stream with the SEC pursuant to the Exchange Act (including the related notes and schedules) will present fairly, in

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all material respects, the financial position of Stream and its Subsidiaries as of September 30, 2009, and each of the consolidated statements of income and consolidated statements of cash flows for the three and nine months ended September 30, 2009 included in such Quarterly Report on Form 10-Q (including any related notes and schedules) will present fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of Stream and its Subsidiaries for the three and nine months ended September 30, 2009 (subject to the absence of notes and normal year-end audit adjustments), in each case in accordance with U.S. GAAP consistently applied during the periods involved.

(iv)Stream is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NYSE Amex.  Stream’s disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Exchange Act) effectively enable Stream to comply with, and the appropriate officers of Stream to make all certifications required under, the Sarbanes-Oxley Act and otherwise with applicable Law.

(f)Disclosure Documents.  None of the information provided by Stream specifically for inclusion or incorporation by reference in any document to be filed with the SEC, or any other Governmental Entity in connection with the transactions contemplated by this Agreement (the “Stream Filings”) will, at the respective times filed with the SEC or other Governmental Entity, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(g)No Undisclosed Material Liabilities.  There are no liabilities or obligations of Stream or any of its Subsidiaries of any kind whatsoever in existence, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in Stream’s balance sheet as of June 30, 2009 included in the Stream Reports (the “Stream Balance Sheet”) or in the notes thereto; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since June 30, 2009; (iii) liabilities or obligations not required to be disclosed on the Stream Balance Sheet under U.S. GAAP; and (iv) liabilities or obligations that would not reasonably be expected to have, either individually or in the aggregate, a Stream Material Adverse Effect.

(h)Absence of Certain Changes.  Since the Audit Date, except as expressly contemplated by this Agreement, Stream and its Subsidiaries, taken as a whole, have conducted their business only in the ordinary and usual course of such business consistent with past practices and there has not been (i) any Stream Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of Stream or any repurchase, redemption or other acquisition by Stream or any Subsidiary of any securities of Stream or (iii) any change by Stream in accounting principles, practices or methods which is not required by U.S. GAAP.  Since the Audit Date, there has not been any material increase in the compensation payable or that could become payable by Stream or any of its Subsidiaries to officers or key employees or any material amendment of any of the Stream Compensation and Benefit Plans (as defined in Section 3.2(j)) other than increases or amendments in the ordinary course of business consistent with past practice.

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(i)Litigation.  There are no civil, criminal or administrative actions, suits, claims, hearings, investigations, reviews or proceedings pending or, to the Knowledge of Stream, threatened against Stream or any of its Subsidiaries in the United States or elsewhere, that would reasonably be expected to have, either individually or in the aggregate, a Stream Material Adverse Effect.

(j)Employee Benefits.  Section 3.2(j) of the Stream Disclosure Schedule lists all Compensation and Benefit Plans of Stream and its Subsidiaries other than those that, in the aggregate, are not material to Stream and its Subsidiaries, taken as a whole (“Stream Compensation and Benefit Plans”), and any Stream Compensation and Benefit Plans containing “change of control” or similar provisions therein are specifically identified in Section 3.2(j) of the Stream Disclosure Schedules.  Stream has made available to the Company a copy of (i) all the Stream Compensation and Benefit Plans or summaries thereof; (ii) the most recent annual report on Form 5500 required to be filed with respect to each Compensation and Benefit Plan; and (iii) each agreement, policy, program or arrangement that covers key employees or former key employees of Stream and its Subsidiaries under which Stream’s or its Subsidiaries’ obligations have not been fully satisfied.

(i)All the Stream Compensation and Benefit Plans, including those subject to ERISA and the Code, are in compliance in all material respects with the terms of such plans and the applicable provisions of ERISA, the Code and any other applicable Law, including Philippine Law.  Each Stream Compensation and Benefit Plan is an “employee benefit plan” under ERISA that that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS, and nothing has occurred, whether by action or failure to act, that would cause the loss of such qualification or that would result in costs to Stream or any of its Subsidiaries under the IRS’s Employee Plans Compliance Resolution System, in either case, that would be reasonably be expected to have, either individually or in the aggregate, a Stream Material Adverse Effect.  There is no material pending or, to the Knowledge of Stream, threatened litigation relating to the Stream Compensation and Benefit Plans that would be reasonably likely to have a Stream Material Adverse Effect.  Neither Stream nor any of its Subsidiaries has engaged in a transaction with respect to any Pension Plan that, assuming the taxable period of such transaction expired, would subject Stream or any of its Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA or any applicable Law.  Except as set forth in Section 3.2(j) of the Stream Disclosure Schedule, with respect to any Stream Compensation and Benefit Plan, no administrative investigation, audit or other administrative proceeding by any governmental agency is in progress or, to the Knowledge of Stream, pending or threatened, except for those the outcome of which would not be reasonably likely to, either individually or in the aggregate, have a Stream Material Adverse Effect.

(ii)No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by Stream or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with Stream under Section 4001 of ERISA or Section 414 of the Code (a “Stream ERISA Affiliate”).  Stream and its Subsidiaries have not incurred and do not expect to incur any withdrawal liability with respect to a multi-employer

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plan under Subtitle E of Title IV of ERISA (regardless of whether based on the contributions of a Stream ERISA Affiliate). No notice of a “reportable event,” within the meaning of Section 4043 of ERISA for which the thirty (30) day reporting requirement has not been waived or extended, other than an extension pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any Pension Plan or by any Stream ERISA Affiliate within the preceding twelve (12) month period.

(iii)All contributions required to be made under the terms of any Stream Compensation and Benefit Plan or applicable Law, have been timely made, and to the extent such payment is not required under applicable Law, it has been reflected on the Stream Balance Sheet in accordance U.S. GAAP or International GAAP, as applicable.  Neither any Pension Plan nor any single-employer plan of a Stream ERISA Affiliate has an “accumulated funding deficiency” (whether or not waived) within the meaning of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA and no Stream ERISA Affiliate has an outstanding funding waiver.  Neither Stream nor any of its Subsidiaries has provided, or is required to provide, security to any Pension Plan or to any single-employer plan of a Stream ERISA Affiliate pursuant to Section 401(a)(29) of the Code.

(iv)Neither Stream nor its Subsidiaries have any material obligations for, or liabilities with respect to, post-termination health and life benefits under any Stream Compensation and Benefit Plan, except for benefits required to be provided under Section 4980B of the Code or any other similar, applicable law requiring continuation of health coverage at employee (or beneficiary) expense.

(v)Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either immediately or upon the occurrence of any related event thereafter, (i) entitle any Employee, officer, manager or independent contractor of Stream or any of its Subsidiaries to severance pay, unemployment compensation, or any other payment, (ii) accelerate the time of payment, funding or vesting of any amount, compensation or benefit or increase the amount of compensation otherwise due any such individual, or (iii) result in any portion of any payment to any such individual not being deductible by Stream.

(k)Compliance with Laws.

(i)Stream and its Subsidiaries are in compliance in all material respects with all Laws applicable to Stream or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations, except for violations that would not be reasonably likely to, either individually or in the aggregate, materially impair the ability of the Stream to consummate the transactions contemplated hereby and which would not be reasonably likely to, either individually or in the aggregate, have a Stream Material Adverse Effect.  No investigation or review by any Governmental Entity or assessment or any adverse procedure with respect to Stream or any of its Subsidiaries is pending or, to the Knowledge of Stream, threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same, except for those the outcome of which would not be reasonably likely to, either individually or in the aggregate, have a Stream Material Adverse Effect or prevent or materially impair the ability of Stream to consummate the transactions contemplated by this Agreement.

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Stream and each of its Subsidiaries holds, or has applied for, all Permits necessary to conduct its business as currently conducted, except for those that would not be reasonably likely to be material to Stream and its Subsidiaries taken as a whole, either individually or in the aggregate, or materially impair the ability of Stream to consummate the transactions contemplated hereby.  Stream and its Subsidiaries are (and since January 1, 2007 have been) in compliance in all material respects with the terms of all Permits.  Since January 1, 2007, neither Stream nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity (i) claimed or alleged that Stream or any of its Subsidiaries was not in compliance with all Laws applicable to Stream or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations or (ii) was considering the amendment, termination, revocation or cancellation of any Permit, except for those that would not be reasonably likely to, either individually or in the aggregate, result in any material harm or liability to Stream or its Subsidiaries, taken as a whole.  The provisions of this Section 3.2(k) shall not apply to employee benefits Laws which are covered exclusively in Section 3.2(j), Environmental Laws (as defined in Section 3.1(l)(iii)), which are covered exclusively in Section 3.2(l), Tax Laws which are covered exclusively in Section 3.1(m) or intellectual property Laws which are covered exclusively in Section 3.2(o).

(ii)Stream and its Subsidiaries have established policies relating to gifts, entertainment and other similar benefits for customers and prospective customers (if in writing, copies of which have been provided to the Company), and, except as would not be material to Stream and its Subsidiaries, as a whole, neither Stream nor any of its Subsidiaries has, to its Knowledge, since January 1, 2007, obtained or retained business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (other than (1) any gift, entertainment or other similar benefits offered or paid in accordance with Stream’s policies that comply with applicable Laws, (2) any services provided to customers and prospective customers pursuant to the applicable customer contracts in Stream’s and its Subsidiaries’ ordinary course of business) or any commission payment to: (A) any person who is an official, officer, agent, employee or representative of any Governmental Entity; (B) any individual who is an officer, agent, employee or representative of any existing or prospective customer, in their capacity as such; (C) any political party or official thereof; (D) any candidate for political or political party office; or (E) any other individual or entity while knowing that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any such individual or any such person, as applicable.

(l)Environmental Matters.

(i)Except for such matters that would not, either individually or in the aggregate, be reasonably likely to cause a Stream Material Adverse Effect: (A) the operations of Stream and its Subsidiaries are and since January 1, 2007, have been in compliance with all applicable Environmental Laws; (B) each of Stream and each of its Subsidiaries is, and have been since January 1, 2007, in possession of and in compliance with all Environmental Permits with respect to the business of Stream and its Subsidiaries; (C) neither Stream nor any of its Subsidiaries is subject to any pending, or to Stream’s Knowledge, threatened claim concerning any violation or alleged violation of or liability or potential liability under any applicable Environmental Law; (D) there are no material writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits or proceedings pending and, to the Knowledge of Stream, none

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are threatened relating to compliance by or liability of Stream or any of its Subsidiaries with any Environmental Permits; and (E) to Stream’s Knowledge, no facts, circumstances or conditions currently exist that would reasonably be expected to result in Stream or any of its Subsidiaries incurring liability under Environmental Laws or Environmental Permits.

(ii)Notwithstanding any other provision of this Agreement to the contrary (including, but not limited to, Section 3.2(k)), the representations and warranties of Stream in this Section 3.2(l) constitute the sole representations and warranties of Stream with respect to any Environmental Law or Hazardous Substance.

(m)Tax Matters.

(i)Stream and each of its Subsidiaries (A) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; (B) (1) have timely paid all Taxes that are due and owing by them (whether or not shown as due on such filed Tax Returns), except with respect to matters being contested in good faith and with respect to which adequate reserves have been established on the Stream Balance Sheet and (2) are not subject to any penalties or charges with respect to the failure to file or late filing of any Tax Return required to be filed by or with respect to any of them on or before the Closing Date; (C) have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; and (D) do not have any deficiency, or any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters pending or proposed or threatened in writing.

(ii)Neither Stream nor any of its Subsidiaries has “participated” (within the meaning of Treasury Regulation Section 1.6011-4(c)(3)) in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) (and all predecessor regulations).

(iii)Neither Stream nor any of its Subsidiaries is a party to or bound by any material Tax allocation, sharing or indemnity agreements or arrangements other than those entered into in the ordinary course of its business.  Neither Stream nor any of its Subsidiaries has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax law), or as a transferee or successor.

(iv)Stream and each Subsidiary have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have duly and timely withheld and paid over to the appropriate Taxing Authority all amounts required to be so withheld and paid under all applicable Laws.

(v)No claim has been made by a Taxing Authority in a jurisdiction where Stream or any Subsidiary does not file Tax Returns such that it is or may be subject to taxation by that jurisdiction.

(vi)All deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority of the Tax Returns of, or including, Stream or any Subsidiary, have been fully paid.

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(vii)Neither Stream nor any Subsidiary is subject to any private letter ruling of the United States Internal Revenue Service or any other Taxing Authority.

(viii)There are no Liens as a result of any unpaid Taxes upon any of the assets of Stream or any Subsidiary other than Liens for Taxes not yet due.

(n)Labor Matters.

(i)Neither Stream nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement with a labor union or labor organization, nor are there any employees of Stream or any of its Subsidiaries represented by a works’ council, representative body or other labor organization, and there are, to the Knowledge of Stream, no material activities or material proceedings of any labor union, works council, representative body or other organization to organize any employees of Stream or any of its Subsidiaries or compel Stream or any of its Subsidiaries to bargain with any such union, works council or representative body.  Neither Stream nor any of its Subsidiaries has committed an unfair labor practice or any other violation of law relating to employee matters or is the subject of any material proceeding asserting that Stream or any of its Subsidiaries has committed such practice or violation, nor since January 1, 2007 has there been any labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving Stream or any of its Subsidiaries, except for those that, either individually or in the aggregate, are not reasonably likely to have a Stream Material Adverse Effect.  Section 3.2(n) of the Stream Disclosure Schedule lists all employees of Stream and its Subsidiaries who will be paid a base salary (without regard to any bonus or change in control payments that may be triggered by the transactions contemplated by this Agreement) on an annualized basis for the fiscal year ending December 31, 2009 of more than $300,000.

(ii)To the Knowledge of Stream, none of the employees, officers or managers of Stream or its Subsidiaries is subject to any non-competition agreement or any other similar agreement or restriction other than with Stream or its Subsidiaries.

(o)Intellectual Property.

(i)Stream or one of its Subsidiaries owns, or is licensed or otherwise possesses sufficient legally enforceable rights to use, all Intellectual Property Rights that are currently used or held for use in its and its Subsidiaries’ businesses (collectively, “Stream Intellectual Property Rights”), except for any such failures to own, be licensed or possess that, either individually or in the aggregate, are not reasonably likely to have a Stream Material Adverse Effect.  The Stream Intellectual Property Rights owned by or licensed to Stream and its Subsidiaries include all Intellectual Property Rights necessary and sufficient to enable Stream and its Subsidiaries to conduct their respective businesses as currently conducted. To the Knowledge of Stream, the Stream Intellectual Property Rights and Stream’s and its Subsidiaries’ rights therein are valid and enforceable.  The consummation of the transactions contemplated hereby will not result in the loss or impairment of the right of Company, Stream or any of Stream’s Subsidiaries to own or use any material Stream Intellectual Property Rights.

(ii)Except for such matters that, either individually or in the aggregate, are not reasonably likely to have a Stream Material Adverse Effect (A) neither the use

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of any Stream Intellectual Property Rights by Stream or its Subsidiaries nor the conduct of the businesses of Stream or any of its Subsidiaries (including the development, licensing, marketing, importation, exportation, offer for sale, sale, use or other exploitation of any products or services in connection with such businesses) conflicts with, infringes, violates or interferes with or constitutes or results from an appropriation or misappropriation of any right, title, interest or goodwill, including any Intellectual Property Right or proprietary right, of any other Person, (B) to the Knowledge of Stream, no person or entity is conflicting with, infringing, violating, interfering with or misappropriating any Stream Intellectual Property Rights, (C) to the Knowledge of Stream, there have been no claims made or threatened, and neither Stream nor any of its Subsidiaries has received written notice of any claim or otherwise knows, that any Stream Intellectual Property Right is invalid or unenforceable, or conflicts with, infringes, violates or interferes with or constitutes or results from an appropriation or misappropriation of any right of any other Person and (D) neither Stream nor any of its Subsidiaries has made any written claims or, to the Knowledge of Stream, unwritten claims against any person or entity alleging that any person or entity is conflicting with, infringing, violating, interfering with or misappropriating any Stream Intellectual Property Rights.

(iii)No Trade Secrets or other material confidential and proprietary information of Stream or any of its Subsidiaries has been authorized to be disclosed or to the Knowledge of Stream has been actually disclosed by Stream or any of its Subsidiaries or any other person or entity other than pursuant to a written non-disclosure agreement restricting the disclosure and use thereof.  Each of Stream and its Subsidiaries has established privacy policies and is, and since January 1, 2007 has been, in compliance with its respective privacy policies and any Laws relating to personally identifiable information.  In addition, Stream and the Subsidiaries have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets or other material confidential and proprietary information (and any confidential information owned by any third person to whom Stream or any of its Subsidiaries has a confidentiality obligation).

(iv)The Stream IT Systems (as defined below) are adequate and sufficient in all material respects (including with respect to working condition and capacity) for the operation of the businesses of Stream and its Subsidiaries as currently conducted and as currently contemplated or proposed to be conducted.  Since January 1, 2007, (A) no error or fault has occurred in or to any Stream IT Systems that has resulted in a material interruption to the operations of Stream or any of its Subsidiaries and (B) to the Knowledge of Stream, there has been no unauthorized use or access to the Stream IT Systems (or any data or information stored thereon).  Stream and its Subsidiaries have established a plan in the event of a failure of the Stream IT Systems (whether due to natural disaster, power failure or otherwise) intended to minimize any disruption to the operations of Stream and its Subsidiaries.  “Stream IT Systems” means all communications systems, computer systems, servers, network equipment and other hardware owned or controlled and used by Stream or any of its Subsidiaries in the conduct of its or their businesses.

(v)Neither Stream nor any of its Subsidiaries is currently a party to any source code escrow contract or other contract requiring the deposit of source code or related materials for any software developed by or for Stream or any of its Subsidiaries (the “Stream Software”).  No “open source,” “freeware,” “shareware” or software distributed under similar

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licensing or distribution models forms part of, was or is used in connection with, was or is incorporated in whole or in part in, has been or is distributed in whole or in part with, or was or is used in the development of any Stream Software, in a manner that (A) materially compromises Stream’s Intellectual Property Rights in the Stream Software; (B) requires that the Stream Software be made available or distributed in source code form; or (C) requires that the Stream Software be redistributable.

(p)Title to Properties.  Stream and each of its Subsidiaries has good and valid title to all of its material properties and assets which are, individually or in the aggregate, material to Stream’s and its Subsidiaries’ business or financial condition on a consolidated basis, free and clear of all Liens, except Liens for Taxes not yet due and payable or being contested in good faith and other Liens that would not reasonably be expected to have, either individually or in the aggregate, a Stream Material Adverse Effect.  All leases pursuant to which Stream and each of its Subsidiaries leases from others material real or personal property are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default of Stream or any of its Subsidiaries or, to the Knowledge of Stream, any other party (or any event which with notice or lapse of time, or both, would constitute a material default), that would not reasonably be expected to have, either individually or in the aggregate, a Stream Material Adverse Effect.  Section 3.2(p) of the Stream Disclosure Schedule lists all real property leases of Stream and its Subsidiaries.

(q)Contracts.

(i)Set forth in Section 3.2(q) of the Stream Disclosure Schedule is a list of (A) each Contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by Stream with the SEC on the date hereof, and (B) each of the following to which Stream or any of its Subsidiaries is a party: (1) Contract that purports to limit, curtail or restrict the ability of Stream or any of its existing or future Subsidiaries or Affiliates to compete in any geographic area or line of business or restrict the Persons to whom Stream or any of its existing or future Subsidiaries or Affiliates may sell products or deliver services; (2) partnership or joint venture agreement; (3) Contract for the acquisition, sale or lease of material properties or assets (by merger, purchase or sale of stock or assets or otherwise) entered into since January 1, 2007; (4) Contract with any Governmental Entity; (5) loan or credit agreement, mortgage, indenture, note or other Contract or instrument evidencing indebtedness for borrowed money by Stream or any of its Subsidiaries or any Contract or instrument pursuant to which indebtedness for borrowed money may be incurred or is guaranteed by Stream or any of its Subsidiaries or Liens on material property or assets granted; (6) voting agreement or registration rights agreement; (7) customer Contract referred to in Section 3.2(u); (8) Contract (other than customer Contracts) that involved consideration (whether or not measured in cash) of greater than $3,000,000 in the fiscal year ended December 31, 2008, or $6,000,000 over the term of the Contract; (9) each other Contract that is material to the business or financial condition of Stream and its Subsidiaries, taken as a whole (the Contracts and other documents required to be listed on Section 3.2(q) of the Stream Disclosure Schedule, together with any and all other Contracts of such type entered into in accordance with Section 4.2, each a “Stream Material Contract”); provided that the provisions of this

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Section 3.2(q), including the definition of a Stream Material Contract, shall not apply to Stream Compensation and Benefit Plans, which are covered exclusively in Section 3.2(j).

(ii)Each of the Stream Material Contracts is valid, binding and in full force and effect and is enforceable in accordance with its terms by Stream and its Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception.  Neither Stream nor any of its Subsidiaries is in default under any Stream Material Contract or other Contract to which Stream or any of its Subsidiaries is a party (collectively, the “Stream Contracts”), nor does any condition exist that, with notice or lapse of time or both, would constitute a default thereunder by Stream and its Subsidiaries party thereto, except for such defaults as, individually or in the aggregate, have not had and would not reasonably be expected to have a Stream Material Adverse Effect.  To the Knowledge of Stream, no other party to any Stream Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default by any such other party thereunder, except for such defaults as, individually or in the aggregate, have not had and would not reasonably be expected to have a Stream Material Adverse Effect.  Neither Stream nor any of its Subsidiaries has received any notice of termination or cancellation under any Stream Material Contract, received any notice of breach or default in any material respect under any Stream Material Contract which breach has not been cured, or granted to any third party any rights, adverse or otherwise, that would constitute a breach of any Stream Material Contract, in each case except for such matters as, individually, or in the aggregate have not had a Stream Material Adverse Effect.

(r)Insurance.  Stream maintains for itself and its Subsidiaries Policies covering the assets, business, equipment, properties, operations, employees, directors and officers, and product warranty and liability claims, and such other forms of insurance in such amounts, with such deductibles and against such risks and losses as, in its judgment, are reasonable for the business and assets of Stream and its Subsidiaries, such Policies are in full force and effect, all premiums due and payable thereon have been paid, and Stream and its Subsidiaries are otherwise in compliance with the terms and conditions of such Policies except for failures to so comply that would not reasonably be expected, individually or in the aggregate, to have a Stream Material Adverse Effect.  Neither Stream nor any of its Subsidiaries is in material breach or default, and neither Stream nor any of its Subsidiaries have taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a material breach or default, or permit termination or material modification, of any of the Policies.

(s)No Vote Required.  Except as set forth in Section 3.2(c) hereof, no approval of Stream’s shareholders is required to approve this Agreement and the transactions contemplated hereby.

(t)Brokers and Finders.  Except for Stone Key Partners, neither Stream nor any of its Subsidiaries, officers, directors or employees has retained any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated hereby.

(u)Customers.  Section 3.2(u) of the Stream Disclosure Schedule sets forth a list of the ten (10) largest customers of Stream and its Subsidiaries, taken as a whole, as measured by the dollar amount of purchases therefrom or thereby, during the six months ended

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June 30, 2009.  Since December 31, 2008, no customer listed on Section 3.2(u) of the Stream Disclosure Schedule has terminated its relationship with Stream or any of the Subsidiaries.

(v)No Takeover Statute.  Stream’s board of directors has approved, for purposes of Section 203 of the Delaware General Corporation Law, the Exchange Agreement, the Stockholders Agreement, and the transactions contemplated hereby and thereby.  No other Takeover Statute enacted under state or federal laws in the United States applicable to Stream or its Subsidiaries or any other applicable Law (including Laws of the Philippines) is applicable to the Exchange or the transactions contemplated hereby.

(w)No Other Representations or Warranties.  Except for the representations and warranties contained in this Section 3.2, neither Stream nor any other Person makes any other express or implied representation or warranty on behalf of Stream or any of its Subsidiaries.  The representations or warranties of Stream herein shall be effective and binding against it notwithstanding any investigation or due diligence conducted by the Company or any of the Stockholders.

ARTICLE IV

CONDUCT OF BUSINESS PENDING THE CLOSING

4.1Covenants of the Company.  The Company covenants and agrees as to itself and its Subsidiaries (as applicable) that, except as specifically set forth in Section 4.1 of the Company Disclosure Schedule, from the date hereof and continuing until the Closing Date, except as (1) expressly contemplated or required by this Agreement, (2) as required by Law or (3) to the extent Stream shall otherwise consent in writing, which decision regarding consent shall not be unreasonably delayed, withheld or conditioned:

(a)the Company and its Subsidiaries shall conduct their respective businesses only in the ordinary and usual course of business consistent with past practice and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to (i) subject to prudent management of workforce needs and ongoing programs currently in force, preserve their business organization intact and maintain their existing relations and goodwill with suppliers, distributors, creditors, lessors, employees, business associates and material customers, (ii) maintain and keep their material properties and assets in good repair and condition, subject to ordinary wear and tear, (iii) comply with all material Laws and (iv) maintain in effect all material governmental Permits pursuant to which it or any of its Subsidiaries currently operates;

(b)neither the Company nor any of its Subsidiaries shall (i) amend its articles of incorporation or by laws or any comparable governing instruments of any of its Subsidiaries; (ii) split, combine or reclassify its outstanding shares of capital stock; (iii) declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise in respect of any capital stock (other than dividends from its direct or indirect wholly-owned Subsidiaries to the Company or a wholly-owned Subsidiary); (iv) repurchase, redeem or otherwise acquire any shares of capital stock or any securities convertible into or exchangeable or exercisable for any

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shares of capital stock of the Company or any of its Subsidiaries; or (v) enter into any agreement with respect to the voting of capital stock of the Company or any of its Subsidiaries;

(c)neither the Company nor any of its Subsidiaries shall issue, sell, grant, pledge, dispose of or otherwise encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of the Company or any of its Subsidiaries or any Voting Debt, except as required to implement the Recapitalization as described in Section 4.1 of the Company Disclosure Schedule;

(d)neither the Company nor any of its Subsidiaries shall incur or assume any indebtedness for borrowed money or guarantee any indebtedness or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, other than borrowings by the Company in the ordinary course of business consistent with past practice in amounts not in excess of $2,500,000 in the aggregate outstanding at any time under the Company’s existing credit agreement listed on Section 3.1(q)(i)(B)(5) of the Company Disclosure Schedule and guarantees of such borrowings issued by the Subsidiaries to the extent required under the terms of such credit facility;

(e)neither the Company nor any of its Subsidiaries shall, other than in (i) the ordinary and usual course of business consistent with past practice or as contemplated in the Company’s operating plan provided to Stream (the “Company Operating Plan”) or (ii) transactions not in excess of $500,000 in the aggregate in any calendar year, transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or encumber any of its property or assets (including capital stock of any of its Subsidiaries);

(f)neither the Company nor any of its Subsidiaries shall, by any means, make any acquisition of, or investment in, assets or stock (whether by way of merger, consolidation, tender offer, share exchange, capital contribution or other activity), or loan or advance to any Person, in any transaction or any series of transactions (whether or not related) for an aggregate purchase price or prices, including the assumption of any debt, in excess of $500,000 in the aggregate in any calendar year, other than pursuant to supply or other services Contracts in the ordinary course of business;

(g)neither the Company nor any of its Subsidiaries shall make any capital expenditure or expenditures which (A) involves the purchase of real property or (B) is in excess of $750,000 individually or $2,500,000 in the aggregate, except for any such capital expenditures provided for in the Company Operating Plan;

(h)neither the Company nor any of its Subsidiaries shall (i) materially modify, amend, or terminate any Company Material Contract (other than customer Contracts in the ordinary course of business consistent with past practice), (ii) waive, release, relinquish or assign any Company Material Contract (or any of the material rights of the Company or any of its Subsidiaries thereunder), right or claim, that is material to the Company and its Subsidiaries taken as a whole, (iii) enter into any contract or agreement that limits or restricts the Company or any of its Subsidiaries or any of their future affiliates from engaging or competing in the business

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in any location, (iv) enter into any new collective bargaining agreement, or (v) cancel or forgive any material amount owed to the Company;

(i)the Company and its Subsidiaries shall not (i) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other similar reorganization of the Company or any Subsidiary of the Company, or (ii) other than in the usual and ordinary course of business consistent with past practice, accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular due dates;

(j)neither the Company nor any of its Subsidiaries shall terminate, establish, adopt, amend (including by reducing an exercise price or extending a term), enter into, make any new grants or awards under, amend or otherwise modify any Compensation and Benefit Plans, or increase the salary, wage, bonus, benefits, or other compensation of any employees, or waive any of its rights under any such Compensation and Benefit Plan, including granting or providing any severance or termination payments or benefits to any current or former director, executive officer or employee of the Company or any of its Subsidiaries, except (i) for salary increases and bonus payments to then current employees in the ordinary and usual course of business consistent with past practice, applicable Law or existing policy or agreement (which shall include normal periodic performance reviews and related compensation and benefit increases), (ii) for annual reestablishment of Compensation and Benefit Plans and the provision of individual compensation or benefit plans and agreements for newly hired or appointed officers and employees or (iii) for actions necessary to satisfy existing contractual obligations under Compensation and Benefit Plans or agreements existing as of the date hereof;

(k)neither the Company nor any of its Subsidiaries shall settle or compromise any litigation or proceeding for an amount in excess of $250,000;

(l)the Company shall, and shall cause its Subsidiaries to, maintain with financially responsible insurance companies (or through self insurance) insurance in such amounts and against such risks and losses as are consistent with the insurance maintained by it and its Subsidiaries in the ordinary course of business consistent with past practice;

(m)except in the ordinary and usual course of business consistent with past practice or as may be required by applicable Law and except to the extent required by U.S. GAAP as advised by its regular independent accountants, neither the Company nor any of its Subsidiaries shall change any accounting principle, practice or method;

(n)each of the Company and its Subsidiaries shall (i) file all material Tax Returns required to be filed with any taxing authority in accordance with all applicable laws, (ii) timely pay all Taxes due and payable as shown in the respective Tax Returns that are so filed, (iii) promptly notify Stream of any action, suit, proceeding, investigation, audit or claim pending against or with respect to the Company or any Subsidiary of the Company in respect of any material Tax, and (iv) provide such assistance and cooperation as Stream and its Affiliates may reasonably request with respect to correspondence with, responding to requests from, or obtaining rulings from (a) the BIR on any matter relating to Taxes, and (b) PEZA with respect to any agreements by and between eTelecare and PEZA.  Neither the Company nor any of its Subsidiaries shall settle or compromise any Tax liability, other than settlements and

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compromises aggregating not more than $500,000, make or change any material election concerning Taxes or Tax Returns, file any material amended Tax Return, enter into any closing agreement with respect to Taxes, surrender any right to claim a material refund of Taxes, or obtain any Tax ruling.  None of the Company or any of its Subsidiaries shall relinquish or surrender any Tax holiday or exemption or shall take or cause to be taken, or fail to take or cause to be taken, any action, which action or failure to act could reasonably be expected to result in relinquishing, surrendering or otherwise losing a Tax holiday or exemption;

(o)the Company shall consult with Stream reasonably in advance of any decision to hire any “Executive Officer” (as such term is defined in Rule 3b-7 promulgated under the Exchange Act), promote any existing Executive Officer to a more senior position or otherwise appoint or promote any current director, employee, independent contractor or consultant to an Executive Officer position and shall consider in good faith the reasonable comments of Stream in connection therewith.

(p)neither the Company nor any of its Subsidiaries shall enter into any transaction with any Affiliate of the Company or any of its Subsidiaries or any transaction that would be subject to disclosure pursuant to Item 404 of SEC Regulation S-K.

(q)neither the Company nor any of its Subsidiaries shall enter into or terminate any facility or office lease providing for total payments over the life of the lease of more than $2,500,000;

(r)neither the Company nor any of its Subsidiaries shall hire any employee whose annual salary is greater than $300,000;

(s)neither the Company nor any of its Subsidiaries shall enter into any Contract (other than customer Contracts) that involve consideration of greater than $5,000,000 per year or $10,000,000 over the life of the Contract;

(t)neither the Company nor any of its Subsidiaries shall enter into any customer Contract that involves revenues greater than $10,000,000 per year or has a term of greater than three (3) years; and

(u)neither the Company nor any of its Subsidiaries will authorize or enter into an agreement to do anything prohibited by the foregoing.

4.2Covenants of Stream.  Stream covenants and agrees as to itself and its Subsidiaries (as applicable) that, except as specifically set forth in Section 4.2 of the Stream Disclosure Schedule, from the date hereof and continuing until the Closing Date, except as (1) expressly contemplated or permitted by this Agreement, (2) as required by Law or (3) to the extent the Company shall otherwise consent in writing, which decision regarding consent shall not be unreasonably delayed, withheld or conditioned:

(a)Stream and its Subsidiaries shall conduct their respective businesses only in the ordinary and usual course of business consistent with past practice and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to (i) subject to prudent management of workforce needs and ongoing programs currently

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in force, preserve their business organization intact and maintain their existing relations and goodwill with suppliers, distributors, creditors, lessors, employees, business associates and material customers, (ii) maintain and keep their material properties and assets in good repair and condition, subject to ordinary wear and tear, (iii) comply with all material Laws and (iv) maintain in effect all material governmental Permits pursuant to which it or any of its Subsidiaries currently operates;

(b)Stream and its Subsidiaries shall not (i) amend its certificate of incorporation or by laws or any comparable governing instruments of any of its Subsidiaries; (ii) split, combine or reclassify its outstanding shares of capital stock; (iii) declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise in respect of any capital stock (other than dividends from its direct or indirect wholly-owned Subsidiaries to it or a wholly-owned Subsidiary); (iv) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock; or (v) enter into any agreement with respect to the voting of its capital stock;

(c)neither Stream nor any of its Subsidiaries shall issue, sell, grant, pledge, dispose of or otherwise encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any voting debt, except for the issuance of shares of Stream Common stock upon exercise of options and warrants outstanding on the date of this Agreement and as contemplated by Section 6.3(g);

(d)neither Stream nor any of its Subsidiaries shall incur or assume any indebtedness for borrowed money or guarantee any new indebtedness or issue or sell any new debt securities, warrants, calls or other rights to acquire any debt securities of Stream or any of its Subsidiaries, other than borrowings by Stream in the ordinary course of business consistent with past practice in amounts not in excess of $5,000,000 in the aggregate for new indebtedness; provided, however, that Stream shall not be limited to its ability to draw on the existing line of credit listed on Section 3.2(q)(i)(B)(5) of the Stream Disclosure Schedule;

(e)neither Stream nor any of its Subsidiaries shall, other than in the ordinary and usual course of business consistent with past practice or as contemplated in Stream’s operating plan provided to the Company (the “Stream Operating Plan”) or other than transactions not in excess of $1,000,000 in the aggregate in any calendar year, transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or encumber any of its property or assets (including capital stock of any of its Subsidiaries);

(f)neither Stream nor any of its Subsidiaries shall, by any means, make any acquisition of, or investment in, assets or stock (whether by way of merger, consolidation, tender offer, share exchange, capital contribution or other activity), or loan or advance to any Person, in any transaction or any series of transactions (whether or not related) for an aggregate purchase price or prices, including the assumption of any debt, in excess of $1,000,000 in the aggregate in any calendar year, other than pursuant to supply or other services Contracts in the ordinary course of business;

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(g)neither Stream nor any of its Subsidiaries shall make any capital expenditure or expenditures which (A) involves the purchase of real property or (B) is in excess of $1,500,000 individually or $5,000,000 in the aggregate, except for any such capital expenditures provided for in the Stream Operating Plan;

(h)neither Stream nor any of its Subsidiaries shall (i) materially modify, amend, or terminate any Stream Material Contract (other than customer Contracts in the ordinary course of business consistent with past practice), (ii) waive, release, relinquish or assign any such Stream Material Contract (or any of the material rights of Stream or any of its Subsidiaries thereunder), right or claim, that is material to Stream and its Subsidiaries taken as a whole, (iii) enter into any contract or agreement that limits or restricts Stream or any of its Subsidiaries or any of their future affiliates from engaging or competing in the business in any location, (iv) enter into any new collective bargaining agreement, or (v) cancel or forgive any material amount owed to Stream;

(i)Stream and its Subsidiaries shall not (i) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other similar reorganization of Stream or any Subsidiary of Stream, or (ii) other than in the usual and ordinary course of business consistent with past practice, accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular due dates;

(j)neither Stream nor any of its Subsidiaries shall terminate, establish, adopt, amend (including by reducing an exercise price or extending a term), enter into, make any new grants or awards under, amend or otherwise modify any Compensation and Benefit Plans (other than issuances of shares of common stock pursuant to stock options outstanding as of the date of this Agreement in accordance with the terms of the Stream Stock Plan as in effect on the date hereof and options granted under the Stream Stock Plan up to the amounts shown on Section 4.2 of the Stream Disclosure Schedule), or increase the salary, wage, bonus, benefits, or other compensation of any employees, or waive any of its rights under, or accelerate the vesting under, any such Compensation and Benefit Plan or agreement evidencing any outstanding stock option or other right to acquire capital stock of Stream or any restricted stock purchase agreement or any similar or related contract, including granting or providing any severance or termination payments or benefits to any current or former director, executive officer or employee of Stream or any of its Subsidiaries, except (i) for salary increases and bonus payments to then current employees in the ordinary and usual course of business consistent with past practice, applicable Law or existing policy or agreement (which shall include normal periodic performance reviews and related compensation and benefit increases), (ii) for annual reestablishment of Compensation and Benefit Plans and the provision of individual compensation or benefit plans and agreements for newly hired or appointed officers and employees or (iii) for actions necessary to satisfy existing contractual obligations under Compensation and Benefit Plans or agreements existing as of the date hereof;

(k)neither Stream nor any of its Subsidiaries shall settle or compromise any litigation or proceeding for an amount in excess of $500,000;

(l)Stream shall, and shall cause its Subsidiaries to, maintain with financially responsible insurance companies (or through self insurance) insurance in such amounts and

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against such risks and losses as are consistent with the insurance maintained by it and its Subsidiaries in the ordinary course of business consistent with past practice;

(m)except in the ordinary and usual course of business consistent with past practice or as may be required by applicable Law and except to the extent required by U.S. GAAP or international generally accepted accounting principles (“International GAAP”) as advised by its regular independent accountants, neither Stream nor any of its Subsidiaries shall change any accounting principle;

(n)each of Stream and its Subsidiaries shall (i) file all material Tax Returns required to be filed with any taxing authority in accordance with all applicable laws, (ii) timely pay all Taxes due and payable as shown in the respective Tax Returns that are so filed, (iii) promptly notify the Company of any action, suit, proceeding, investigation, audit or claim pending against or with respect to Stream or any Subsidiary of Stream in respect of any material Tax.  Neither Stream nor any of its Subsidiaries shall settle or compromise any Tax liability, other than settlements and compromises aggregating not more than $500,000, make or change any material election concerning Taxes or Tax Returns, file any material amended Tax Return, enter into any closing agreement with respect to Taxes, surrender any right to claim a material refund of Taxes, or obtain any Tax ruling.  None of Stream or any of its Subsidiaries shall relinquish or surrender any Tax holiday or exemption or shall take or cause to be taken, or fail to take or cause to be taken, any action, which action or failure to act could reasonably be expected to result in relinquishing, surrendering or otherwise losing a Tax holiday or exemption;

(o)Stream shall consult with the Company reasonably in advance of any decision to hire any “Executive Officer” (as such term is defined in Rule 3b-7 promulgated under the Exchange Act), promote any existing Executive Officer to a more senior position or otherwise appoint or promote any current director, employee, independent contractor or consultant to an Executive Officer position and shall consider in good faith the reasonable comments of the Company in connection therewith.

(p)neither Stream nor any of its Subsidiaries shall enter into any transaction with any Affiliate of Stream or any of its Subsidiaries or any transaction that would be subject to disclosure pursuant to Item 404 of SEC Regulation S-K.

(q)neither Stream nor any of its Subsidiaries shall enter into or terminate any facility or office lease providing for partial payments over the life of the lease of more than $5,000,000;

(r)neither Stream nor any of its Subsidiaries shall hire any employee whose annual salary is greater than $500,000;

(s)neither Stream nor any of its Subsidiaries shall enter into any Contract (other than customer Contracts) that involve revenues of greater than $10,000,000 per year or $20,000,000 over the life of the Contract;

(t)neither Stream nor any of its Subsidiaries shall enter into any customer Contract that involves consideration greater than $20,000,000 per year or has a term of greater than three (3) years; and

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(u)neither Stream nor any of its Subsidiaries will authorize or enter into an agreement to do anything prohibited by the foregoing.

4.3No Control of other Party’s Business.  Nothing contained in this Agreement shall give Stream directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Closing Date in violation of applicable antitrust laws, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Stream’s operations prior to the Closing Date in violation of applicable antitrust laws.  Prior to the Closing Date, each of the Company and Stream shall exercise, subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1Access.  The Company and Stream each agrees that upon reasonable notice, and except as may otherwise be required or restricted by applicable Law, it shall (and shall cause its Subsidiaries to) afford to the other party’s officers, employees, counsel, accountants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Closing Date, to its (and its Subsidiaries’) executive officers, properties, books, contracts and records and, during such period, the Company and Stream each shall (and shall cause their respective Subsidiaries to) furnish promptly to the other party and its Representatives all information concerning its business, properties and personnel as may reasonably be requested but only to the extent such access does not unreasonably interfere with the business or operations of the Company or Stream, as the case may be; provided that no investigation pursuant to this Section 5.1 shall affect or be deemed to modify any representation or warranty made by the Company or Stream in this Agreement.  All requests for information made pursuant to this Section 5.1 shall be directed to an executive officer of the Company or Stream, as the case may be, or such Person as may be designated by an executive officer.  All such information shall be governed by the terms of the Confidentiality Agreements.  Prior to the Closing Date, the Company and Stream shall cooperate to facilitate any refinancing of the combined companies after the Closing and shall each provide, all information and access to employees as is reasonably requested by each other and by potential sources of such refinancing.

5.2No Solicitation.

(a)Prior to the Closing Date, the Company and Stream each agrees that neither it nor any of its Subsidiaries, nor any of their respective directors, officers or employees shall, and that the Company and Stream shall each direct and use its reasonable best efforts to cause its Subsidiaries’ agents and other representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage (including by way of furnishing information) or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (as defined below), (ii) enter into, or participate in any discussions or negotiations regarding, any Acquisition Proposal, furnish to any Person any non-public information (whether orally or in writing) in response to or in furtherance

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of any Acquisition Proposal, afford any Person access to its or their business, properties, assets, books or records, or otherwise cooperate in any way with or knowingly assist, encourage or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, an Acquisition Proposal or, in the case of Stream, withdraw or propose publicly to withdraw, or modify or propose publicly to modify in a manner adverse to the Exchange, the Stream recommendation in favor of the Exchange (it being understood that publicly announcing that Stream is taking a neutral position or no position with respect to the Exchange shall be considered an adverse recommendation) (any of the foregoing in this clause (iii), as to Stream, a “Stream Adverse Recommendation Change”), or (iv) grant any Person a waiver or release under any standstill or similar agreement with respect to any class of its respective equity securities or voting securities.  The Company and Stream each agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken by it in this Section 5.2(a).

“Acquisition Proposal” means any inquiry, proposal, offer, agreement-in-principle, letter of intent, term sheet, merger agreement, joint venture agreement, option agreement, partnership agreement or other similar instrument with or from any third party relating to any (i) merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution or similar transaction involving a party or any of its Subsidiaries, (ii) acquisition, sale, lease, exchange, mortgage, pledge, transfer or purchase, in a single transaction or series of related transactions, of a minimum of 20% or more of the assets of a party and its Subsidiaries, taken as a whole, or of a minimum of 20% or more of the outstanding shares of capital stock or any other voting securities of a party, or (iii) tender offer or exchange offer that, if successful, would result in any Person or “group” becoming a “beneficial owner” (as such terms are defined under Regulation 13D under the Exchange Act) of 20% or more of the outstanding shares of capital stock or any other voting securities of a party; provided, that the term “Acquisition Proposal” shall not include any of the transactions contemplated by this Agreement.

(b)Notwithstanding anything in Section 5.2(a) to the contrary, prior to the time at which Stream obtains the Requisite Stockholder Approval, the board of directors of Stream may, subject to compliance with this Section 5.2(b) and Section 5.2(c):

(i)engage in discussions or negotiations with any third party that has made after the date of this Agreement a bona fide, unsolicited, written Acquisition Proposal that the board of directors of Stream determines in good faith, after consultation with its outside legal and financial advisors, constitutes, or would be reasonably expected to lead to, a Superior Proposal (as defined below); provided that, prior to taking any such action, the board of directors of Stream determines in good faith after consultation with its outside legal counsel and an internationally recognized financial advisor that its failure to take such action would be inconsistent with its fiduciary obligations under applicable Law; provided, further, that such Acquisition Proposal or Superior Proposal was not solicited, encouraged or facilitated in violation of Section 5.2(a) or any standstill agreement;

(ii)thereafter, furnish to such third party non-public information relating to Stream or any of its Subsidiaries pursuant to a confidentiality agreement with terms

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no less restrictive on such third party (including with respect to standstill provisions) than those of its Confidentiality Agreement with the Company (a copy of which shall be provided, promptly after its execution, to the Company for its informational purposes only, the terms and existence thereof shall be subject to the confidentiality obligations imposed on the Company in the Confidentiality Agreement); provided, that such confidentiality agreement may not include any provision calling for an exclusive right to negotiation with Stream; provided, further, that any such information delivered to such third party shall be provided to the Company substantially concurrently with its delivery to such third party;

(iii)following receipt of a Superior Proposal after the date of this Agreement, but prior to the receipt of the Requisite Stockholder Approval, make a Stream Adverse Recommendation Change if (A) Stream has received a bona fide, unsolicited, written Acquisition Proposal that the board of directors of Stream determines in good faith, after consultation with its outside legal counsel and an internationally recognized financial advisor, constitutes a Superior Proposal, (B) such Superior Proposal was not received as a direct or indirect result of a breach of this Section 5.2 and Stream is not otherwise in breach of this Section 5.2 with respect to the Superior Proposal and the board of directors of Stream determines in good faith, after reviewing applicable Law, and after consultation with its outside legal counsel and an internationally recognized financial advisor that its failure to make such a Stream Adverse Recommendation Change would be inconsistent with its fiduciary obligations under applicable Law; provided, however, that the board of directors of Stream shall not make such Stream Adverse Recommendation Change unless (x) Stream promptly notifies the Stockholders in writing at least five (5) business days (or three (3) business days in the event of each subsequent material revision to a Superior Proposal) before taking that action, of its intention to do so in response to an Acquisition Proposal that constitutes a Superior Proposal, attaching the most current version of any proposed agreement or a detailed summary of the material terms of any such proposal and the identity of the offeror, (y) during such five business day period (or three business day period in the event of each subsequent material revision to a Superior Proposal), Stream, if requested by the Stockholders, negotiates with the Stockholders in good faith to make such adjustments to the terms and conditions of this Agreement as would enable Stream to proceed with its recommendation of this Agreement and the Exchange and not make a Stream Adverse Recommendation Change, and (z) the Stockholders fail to make, within such five business day period (or three business day period in the event of each subsequent material revision to a Superior Proposal), a firm offer that is at least as favorable to the stockholders of Stream, as determined by Stream’s board of directors in good faith, after consultation with its outside legal counsel and an internationally recognized financial advisor after taking into account any such adjusted terms as may have been proposed by the Stockholders since its receipt of such written notice, as such Superior Proposal (it being understood that Stream shall not take any action described in this clause (iii) of Section 5.2(b) during such five business day period (or three business day period in the event of each subsequent material revision to a Superior Proposal), and that any material amendment to the financial terms or other material terms of such Superior Proposal shall require a new written notification from Stream and an additional three business day period).  Notwithstanding anything to the contrary herein, Stream shall not be entitled to enter into any agreement (other than a confidentiality agreement in accordance with Section 5.2(b)(ii)) with respect to a Superior Proposal unless this Agreement shall have been terminated pursuant to and in accordance with Article VII; and

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(iv)make a Stream Adverse Recommendation Change if the board of directors of Stream determines, after consultation with legal counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable law.

“Superior Proposal” means any bona fide unsolicited written Acquisition Proposal (with all of the percentages included in the definition of Acquisition Proposal increased, solely for purposes of this definition, to 66.67%), that is on terms that Stream’s board of directors has determined in its good faith judgment, after consultation with its outside legal counsel and an internationally recognized financial advisor, and after taking into account all legal, financial, regulatory and other aspects of the proposal, including the type of consideration and the availability of financing therefor is more favorable and superior to the stockholders of Stream than the transactions contemplated by this Agreement from a financial point of view, and which Stream’s board of directors has determined in good faith, after consultation with its outside legal counsel and an internationally recognized financial advisor, is reasonably capable of being consummated on the terms proposed without unreasonable delay.

(c)From and after the date hereof, Stream shall advise the Company orally and in writing of the receipt of any Acquisition Proposal or any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal (in each case as soon as is reasonably practicable, but in any event no later than 24 hours from initial receipt or occurrence), specifying the material terms and conditions thereof.  Stream agrees that neither it nor any of its Subsidiaries will enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits it from providing such information to the Company.  From and after the date hereof, Stream shall notify the Company (as soon as is reasonably practicable, but in any event no later than 24 hours from initial receipt or occurrence) orally and in writing of any material modifications to the financial or other material terms of any Acquisition Proposal or inquiry.

(d)Stream further agrees that it will, and will cause its Subsidiaries and its and its Subsidiaries’ officers, directors and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than the Company) conducted heretofore with respect to any Acquisition Proposal and use reasonable best efforts to obtain the return from all such Persons or cause the destruction of all copies of confidential information previously provided to such parties by Stream, its Subsidiaries or Representatives, subject to the terms of any applicable confidentiality agreement with such party.

(e)Nothing contained in this Agreement shall prevent the board of directors of Stream and/or the board of directors of the Company and/or eTelecare from making any disclosure or filing, in their respective reasonable judgments, as applicable, the failure of which to so disclose would constitute a violation of applicable Law (including the rules and regulations promulgated under the United States federal securities laws and the Philippines securities laws), FINRA rules, stock exchange rules or the rules, regulations, order or request of any Governmental Entity (including the SEC and the PSEC), including, following receipt of a bona fide Acquisition Proposal, taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its shareholders.

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(f)Without limiting the foregoing, it is understood that any material violation of the foregoing restrictions in this Section 5.2 by Stream (or its Subsidiaries’) agents and other representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) shall be deemed to be a breach of this Section 5.2 by Stream.

5.3Further Assurances.  Each party hereby agrees to use its reasonable best efforts to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement.

5.4Filings; Other Actions; Notification.

(a)Each party hereto shall file or cause to be filed with (i) the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act and (ii) the appropriate Governmental Entity, any Ares Foreign Antitrust Filings or Stream Foreign Antitrust Filings, in each case in accordance with the applicable rules and regulations promulgated under the relevant Law, with respect to the transactions contemplated hereby.  Each party hereto will use all commercially reasonable efforts to make, or cause its Affiliates to make, such filings as promptly as practicable and in any event within ten (10) business days of the date hereof and to respond on a timely basis to any requests for additional information made by either of such agencies.

(b)The Company and Stream shall cooperate in obtaining from the BIR the tax clearance and certificate authorizing registration in order that the Shares may be registered in the stock and transfer books of the Company in the name of Stream.

(c)The Company and Stream shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Exchange and the other transactions contemplated hereby as soon as practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings and using their respective reasonable best efforts to obtain as soon as practicable all Company Required Statutory Approvals or Stream Required Statutory Approvals, as the case may be, and all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party (including pursuant to any Company Material Contract or Stream Material Contract or applicable Law) in order to consummate the Exchange or any of the other transactions contemplated hereby.  Subject to applicable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, Stream and Company shall have the right to review and comment on in advance, and to the extent practicable each will consult the other on, all the information relating to Stream or Company, as the case may be, and any of Company’s or Stream’s respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Exchange and the other transactions contemplated hereby. In exercising the foregoing right, each of Company and Stream shall act reasonably and as promptly as practicable.  Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Stream or any of its Subsidiaries or the

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Company or any of its Subsidiaries to take or agree to take any Action of divestiture or Limitation.

“Action of Divestiture or Limitation” means (i) executing or carrying out agreements or submitting to the requirements of any Governmental Entity providing for a license, sale or other disposition of any assets or businesses or categories of assets or businesses of the Company, Stream or any of their respective Subsidiaries or the holding separate of any assets, businesses or capital stock or imposing or seeking to impose any limitation on the ability of the Company, Stream or any of their respective Subsidiaries to own such assets or to acquire, hold or exercise full rights of ownership of the their respective businesses or on the ability of any of them to conduct their respective businesses, or (ii) the imposition by a Governmental Entity of any material condition or limitation that restricts the business of Stream or its Affiliates and/or the Company or its Affiliates.

(d)Subject to any confidentiality obligations and the preservation of any attorney-client privilege, Company and Stream each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Stream or Company, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the Exchange and the other transactions contemplated hereby.

(e)In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging any transaction contemplated by this Agreement, or any other agreement contemplated hereby each of Stream and Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

5.5Publicity.  The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Stream and Company, and thereafter, Company (with respect to itself and eTelecare) and Stream each shall consult with the other prior to issuing any press releases or otherwise making public announcements with respect to the Exchange and the other transactions contemplated hereby and shall obtain the other party’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) prior to making any such announcement or filings with any third party and/or any Governmental Entity with respect thereto, except as may be required by Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or national market system on which such party’s securities are listed or traded.

5.6Indemnification; Directors’ and Officers’ Insurance.

(a)Stream shall not, for a period of six (6) years after the Closing, take any action to alter or impair any exculpatory or indemnification provisions now existing in the Articles of Incorporation or By-laws or comparable governing documents of the Company or its

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Subsidiaries for the benefit of any individual who served as a director or officer of the Company or any of its Subsidiaries at any time prior to the Closing, except for any changes which may be required to conform with changes in applicable Law and any changes which do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing.

(b)From and after the Closing, Stream agrees that it will, and will cause the Company or its Subsidiaries to, indemnify and hold harmless each individual serving as a director or officer of the Company or its Subsidiaries as of the Closing (the “Indemnified Parties”) against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted under Delaware law (and Stream and the Company shall also advance expenses as incurred to the fullest extent permitted under Delaware law, provided the individual to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such individual is not entitled to indemnification).

(c)For a period of six years after the Closing, Stream shall maintain, or shall cause the Company to maintain (to the extent available in the market) in effect a directors’ and officers’ liability insurance policy covering those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (a copy of which has been heretofore delivered to Stream) with coverage in amount and scope at least as favorable to such persons as the Company’s existing coverage; provided, that in no event shall Stream or the Company be required to expend annually in excess of 300% of the annual premium currently paid by the Company for such coverage (the “Maximum Amount”).  If, notwithstanding the use of commercially reasonable efforts to do so, Stream is unable to maintain or obtain the insurance called for by this paragraph, Stream shall obtain as much comparable insurance as is available for the Maximum Amount.  The Indemnified Parties may be required, as a condition for obtaining such coverage, to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such insurance.

(d)The rights of each Indemnified Party under this Section 5.6 shall be in addition to any right such Person might have under the articles of incorporation or by-laws or comparable documents of Company or any of its Subsidiaries, or under applicable Law or under any agreement of any Indemnified Party with Company or any of its Subsidiaries.  The provisions of this Section 5.6 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their respective heirs and representatives.

5.7Expenses.  If the Exchange is not consummated, all costs and expenses incurred in connection with the Exchange and the other transactions contemplated hereby shall be paid by the party incurring such expense, except that each of Company and Stream shall bear and pay one-half of the costs and expenses incurred in connection with any HSR filings and the Stream and Ares Foreign Antitrust Filings.

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5.8Takeover Statute.  If any Takeover Statute is or may become applicable to the Exchange, or the other transactions contemplated hereby, each of Company and Stream and their respective boards of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable hereafter on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

5.9Notification of Certain Matters.  Company shall give prompt notice to Stream and Stream shall give prompt notice to Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Exchange or from any Person alleging that the consent of such Person is or may be required in connection with the Exchange, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Company or Stream, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Exchange, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by such party contained in this Agreement to be breached such that the breach, together with all other breaches of this Agreement, provides a right of termination under Article VII; and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice. Company shall give Stream the opportunity to participate in the defense or settlement of any securityholder litigation against Company and/or its directors relating to the Exchange, and no such settlement shall be agreed to without Stream’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.  Stream shall give the Company the opportunity to participate in the defense or settlement of any securityholder litigation against Stream and/or its directors relating to the Exchange, and no such settlement shall be agreed to without the Company’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.

5.10Stream Stockholder Approval.  As expeditiously as possible following the execution of this Agreement, and in any event no later than sixty (60) minutes thereafter, Stream shall use all commercially reasonable efforts to secure and cause to be filed with Stream the consent from Ares and any other Stream stockholders necessary to secure the Requisite Stockholder Approval.  Immediately following the receipt of the Requisite Stockholder Approval, Stream shall deliver to the Company a certificate executed on behalf of Stream by its Secretary and certifying that the Requisite Stockholder Approval has been duly obtained.

5.11Information Statement.  As promptly as practicable after the execution of this Agreement, Stream, in cooperation with the Company, shall prepare and file with the SEC an Information Statement relating to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law.  The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement.  Stream shall

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respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC.  Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement.  Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement.  The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC.  In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SEC.

5.12NYSE Amex.  Stream agrees to use its best efforts to continue the quotation of Stream Common Stock on NYSE Amex, and shall, prior to Closing, take such action as is necessary to list on NYSE Amex the shares of Stream Common Stock to be issued in the Exchange.

5.13PSEC Exemptive Relief; Mandatory Tender Offer.

(a)The parties agree to use their commercially reasonable efforts to seek from the PSEC exemptive relief, in writing, from compliance with any possible mandatory tender offer requirements under the SRC and its implementing rules and regulations, such relief being to the effect that a tender offer with respect to the common shares of eTelecare (any such offer, an “Offer”) need not be conducted in connection with the Exchange.  In the event that such exemptive relief is not obtained, or such relief is obtained but contains conditions that would materially and adversely affect Stream or eTelecare after the Closing and either the Company or Stream is unwilling to accept such conditions, the parties agree to use their commercially reasonable efforts to seek from the PSEC, (i) exemptive relief or approval to close the Exchange prior to commencement or completion of any Offer, (ii) confirmation from the PSEC that any Offer does not need to include any eTelecare Shares held by the Company or EGS Acquisition Corp., (iii) exemptive relief or approval that any Offer consideration may be cash only, and (iv) such other exemptive relief or approval that the parties agree is reasonable in the circumstances.

(b)Provided that (i) this Agreement shall not have been terminated in accordance with Article VII hereof, and (ii) (1) the PSEC shall have provided, in writing, a

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formal opinion that an Offer is required under applicable Law in connection with the Exchange, or (2) the PSEC shall have denied, in writing, exemptive relief from compliance with any possible mandatory tender offer requirements under the SRC and its implementing rules and regulations, or (3) the PSEC shall have granted such exemptive relief but such relief contains conditions that would materially and adversely affect Stream or eTelecare after the Closing and either Stream or the Company is unwilling to accept such conditions, then Stream (the “Offeror”) shall, within the meaning of the SRC, commence an Offer in accordance with the terms of this Section 5.13 and, if applicable, any mechanics, terms and conditions prescribed by the PSEC at a price to be determined by Stream, in consultation with the Company, and in compliance with the SRC and its implementing rules and regulations (the “Offer Price”), provided that provision may be made for deduction from the Offer Price of any stock transaction taxes and/or capital gains taxes, brokers’ fees (including value added tax thereon) and any other costs customarily borne by sellers in transactions of such type.  The Offeror shall conduct any Offer in accordance with the SRC and its implementing rules and regulations.  The Offeror shall use reasonable efforts to consummate any Offer, subject to the terms and conditions thereof.  The Stockholders and the Company shall cooperate and give all reasonable assistance to the Offeror to comply with the foregoing provisions, including promptly and accurately providing to the Offeror any and all information and documents pertaining to the Stockholders and/or the Company reasonably requested by the Offeror for this purpose.

(c)In the event that (i) (1) the PSEC states, in writing, that the Exchange should not close prior to the commencement or closing of any Offer, or (2) the PSEC denies or disapproves, in writing, the exemptive relief or application to close the Exchange prior to commencement or completion of any Offer, then the Offeror shall commence the Offer prior to the Closing of the Exchange in accordance with the SRC and its implementing rules and regulations, and (ii) the PSEC states, in writing, that the Exchange may be conducted subsequent to the closing of the Exchange, then the Offeror shall commence the Offer following the Closing of the Exchange in accordance with the SRC and its implementing rules and regulations (such date on which such Offer commences, the “Launch Date”).  In the event that, in connection with an Offer, the PSEC requires that the consideration for the Offer shall include Stream Common Stock, then the Offer Price shall include such amount of Stream Common Stock to be determined by Stream, in consultation with the Company and in compliance with the SRC and its implementing rules and regulations (“Offered Stream Common Shares”), provided that provision may be made for deduction from the Offer Price of any stock transaction taxes and/or capital gains taxes, brokers’ fees (including value added tax thereon) and any other costs customarily borne by sellers in transactions of such type.  In such a case, the period within which to launch the Offer shall be counted from the date the PSEC shall have provided (i) written confirmation of exemption from registration under the SRC of the Offered Stream Common Shares, or (ii) written declaration of the effectivity of the Registration Statement of the Offered Stream Common Shares, as the case may be.

(d)If, for any reason whatsoever, any Offer is required for all the outstanding eTelecare Shares held by all stockholders of eTelecare (including EGS Acquisition Corp. or the Company, as the case may be), the Company hereby covenants that it will not, and the Company and the Stockholders agree that they shall cause EGS Acquisition Corp. not to, participate in the Offer by selling or offering its eTelecare Shares for sale to, or  requiring, the Offeror to purchase any eTelecare Shares it may own at the time of the Offer.

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(e)Unless otherwise provided in this Agreement, the Offeror shall not, without the consent of the Company, decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of eTelecare Shares sought to be purchased in the Offer, impose additional conditions to the Offer, or amend any other term of the Offer in any manner adverse to the holders of eTelecare Shares.  The parties agree that the Offer shall remain open until the date that is twenty (20) Philippines business days after the Launch Date, or such later date that such parties agree to in accordance with the SRC and its implementing rules and regulations.

5.14De Facto Merger.  Notwithstanding anything herein to the contrary, each of Stream and the Company shall use reasonable best efforts to cause the Exchange to qualify, and will not take any actions, or fail to take any action, which could reasonably be expected to prevent the Exchange from qualifying, as a de facto merger of each of EGS Dutchco and NewBridge into Stream under Section 40(C)(6)(b) of the Philippines Tax Code.  Each of Stream and the Company shall cooperate in good faith to enable the Company to obtain a ruling from the BIR to the effect that the Exchange shall qualify as a de facto merger of each of EGS Dutchco and NewBridge into Stream under Section 40(C)(6)(b) of the Philippines Tax Code.

5.15Code Section 338(g) Election.  Stream and each of the Stockholders acknowledge that, for United States federal income Tax purposes, the Exchange will constitute a taxable exchange under Section 1001 of the Code. Stream and each of the Stockholders shall report the Exchange accordingly, to the extent required by the Code or the regulations thereunder.  Stream and each of the Stockholders acknowledge that, following the Exchange, Stream may file an election under Section 338(g) of the Code with respect to the Company.

5.16Guarantee and Reimbursement Agreement. Stream shall not make, and shall cause its Subsidiaries and Affiliates not to make, from the date hereof, any request to Ares or its affiliates for a standby letter of credit, guarantee or other form of credit support pursuant to Section 1 of the Guarantee and Reimbursement Agreement dated as of March 2, 2009, by and among Ares, Stream and certain of Stream’s Subsidiaries named therein.

5.17Interim Financial Statements.  In the event the Closing does not occur on or prior to November 15, 2009, on November 15, 2009 the Company shall (a) cause eTelecare to furnish to Stream unaudited consolidated financial statements of eTelecare for the nine months ended September 30, 2009 prepared in accordance with PFRC, and (b) furnish to Stream unaudited consolidated financial statements of the Company for the nine months ended September 30, 2009 prepared in accordance with U.S. GAAP.  Stream shall file with the SEC pursuant to the Exchange Act on a timely basis, but not later than November 15, 2009, its Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2009.

5.18Tranche C Bridge Loan and Tranche D Bridge Loan.  As long as the Tranche C Bridge Loans of the Company (the “Tranche C Loans”) and/or the Tranche D Bridge Loans of the Company (the “Tranche D Loans”), currently totaling $28 million in principal amount, are outstanding, Stream shall maintain in a restricted bank account an amount of cash equal to 50% of the then outstanding balance of the Tranche C Loans and the Tranche D Loans.  In the event the combined companies’ debt, including the Tranche C Loans and the Tranche D Loans, is not refinanced at the Closing, the Tranche C Loans and the Tranche D Loans shall be amended at

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Closing to provide for repayment of such loans at the earlier of the refinancing of the combined companies and December 18, 2009.

5.19Incentive Plan.  Stream shall, upon the Closing, amend the Stream Stock Plan so that it covers a total of 10 million shares of Stream Common Stock.

5.20VCOC Letter.  Upon the Closing, Stream shall execute and deliver to each of EGS Dutchco and NewBridge a letter substantially equivalent to its letter agreement with Ares dated August 7, 2008 relating to certain information rights, as such letter agreement may be amended as of the Closing.

ARTICLE VI

CONDITIONS TO CLOSING

6.1Conditions to Each Party’s Obligation To Effect the Exchange.  The respective obligations of each party to this Agreement to effect the Exchange shall be subject to the satisfaction prior to the Closing Date of the following conditions:

(a)Stockholder Approval.  The Requisite Stockholder Approval shall have been duly obtained.

(b)Governmental Approvals.  The waiting period applicable to the consummation of the Exchange under the HSR Act shall have expired or been terminated.  In addition, all other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity (including any relating to Ares Foreign Antitrust Filings or Stream Foreign Antitrust Filings), in connection with the Exchange and the consummation of the other transactions contemplated by this Agreement, the failure of which to file, obtain or occur is reasonably likely to have a Stream Material Adverse Effect or a Company Material Adverse Effect, shall have been filed, been obtained or occurred on terms and conditions which could not reasonably be likely to have a Stream Material Adverse Effect or a Company Material Adverse Effect.

(c)Information Statement.  There shall have elapsed 20 calendar days from the mailing of the Information Statement to the stockholders of Stream, and no stop order or similar proceeding shall have been initiated or threatened in writing by the SEC or its staff with respect thereto.

(d)No Injunctions.  No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation or Law, which is in effect and which has the effect of making the Exchange illegal or otherwise prohibiting consummation of the Exchange or the other transactions contemplated by this Agreement.

(e)NYSE Amex.  The shares of Stream Common Stock to be issued in the Exchange shall have been approved for listing on the NYSE Amex.

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(f)No Restraints.  There shall not be instituted or pending any action or proceeding by any Governmental Entity seeking to impose any Action of Divestiture or Limitation.

(g)PSEC Exemptive Relief and/or Mandatory Tender Offer.  Any of the following of clause (i), (ii) or (iii) shall have occurred:

(i)(1) The PSEC shall have granted, in writing, exemptive relief from compliance with any possible mandatory tender offer requirements under the SRC and its implementing rules and regulations, such relief being to the effect that an Offer need not be conducted in connection with the Exchange, (2) such exemptive relief does not contain any conditions that would materially and adversely affect Stream or eTelecare following the Closing, and (3) such exemptive relief shall be in effect;

(ii)(1) The PSEC shall have granted, in writing, exemptive relief or approval to close the Exchange prior to commencement or completion of an Offer, (2) such exemptive relief or approval shall be in effect, and (3) (A) the PSEC shall have confirmed, in writing, that the Offer shall not have to be made for any eTelecare Shares held by the Company or EGS Acquisition Corp., as the case may be, or (B) if the Offer shall be required to be made for eTelecare Shares held by the Company or EGS Acquisition Corp., the Offer shall not have been commenced prior to the Closing of the Exchange or, if commenced, neither of these entities shall have participated in the Offer by tendering their eTelecare Shares for sale to the Offeror or requiring the Offeror to purchase any eTelecare Shares either entity may own at the time of the Offer; or

(iii)The Offeror shall have commenced and completed the Offer in accordance with the SRC and its implementing rules and regulations, and (1) the PSEC shall not have required the Offer to be made for any eTelecare Shares held by the Company or EGS Acquisition Corp., as the case may be, or (2) if the Offer shall have been made for eTelecare Shares held by the Company or EGS Acquisition Corp., neither of these entities shall have participated in the Offer by tendering their eTelecare Shares for sale to the Offeror or requiring the Offeror to purchase any eTelecare Shares either entity may own at the time of the Offer.

6.2Additional Conditions to the Obligations of Stream.  The obligations of Stream to effect the Exchange shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions, any of which may be waived in writing exclusively by Stream:

(a)Representations and Warranties.  The representations and warranties of the Company and Stockholders set forth in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (x) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failure to be true and correct (without regard to any materiality, Company Material Adverse Effect or Knowledge qualifications contained therein), individually or in the aggregate, has not had, and is not

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reasonably likely to have, a Company Material Adverse Effect; provided, however, that the representations and warranties made in Sections 2.1(a), 2.1(b), 2.1(c), 3.1(b) and 3.1(c) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date except to the extent specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date.  Stream shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect (except that the matters set forth above relating to Section 2.1 shall be covered by certificates delivered by each of the Stockholders).

(b)Performance of Obligations of the Company and Stockholders.  The Company and the Stockholders shall have performed in all material respects all obligations required to be performed by them under this Agreement on or prior to the Closing Date.

(c)Third Party Consents.  The Company shall have obtained all consents and approvals of third parties listed in Section 6.2(c) of the Company Disclosure Schedule.

(d)Resignations.

(i)On the date immediately preceding the Closing, Stream shall have received copies of the following:  (1) from each of the directors of the Company identified by Stream:  (A) a written resignation, from his/her directorship in the Company, (B) the stock certificate covering the qualifying Share held by such director endorsed in favor of Stream’s nominee directors, including (other than in the case of the two (2) Shares held by Maria Teresa M. Ferrer on her own behalf) a declaration of trust or such other document previously executed by such director to confirm that such director held his/her Share in the Company in trust for  the Stockholder in whose favor the declaration of trust was issued , (2) the declaration of trust executed by each of the nominee directors of Stream in favor of such  Stockholder confirming that such nominee director holds the Share endorsed in his favor under Section 6.2(d)(i)(1) in trust for such  Stockholder until the period immediately prior to Closing, which declaration of trust shall be coupled with a special power of attorney in favor of such Stockholder allowing the Stockholder to transfer the qualifying Share as the Stockholder (being the beneficial owner thereof prior to Closing) sees fit; and (3) the declarations of trust executed by each of the nominee directors of Stream in favor of Stream confirming that, effective on Closing, such nominee director holds his/her Share in the Company in trust for Stream.

(ii)Simultaneously with the Closing, the nominee directors of Stream shall have been recorded as stockholders in the Stock and Transfer Book of the Company.  The stock certificate to be issued to the nominee of Stream shall be endorsed by such nominee in blank and held by the relevant Stockholder until Closing when the same shall be delivered to Stream.

(iii)On the Closing Date, Stream shall have received copies of the following from the directors of EGS Acquisition Corp. (if EGS Acquisition Corp. has not merged with eTelecare on or prior to the Closing Date) eTelecare, and its Subsidiaries identified by Stream:  (1) a written resignation, effective as of the Closing Date, from his/her directorship in the relevant Subsidiary, and (2) stock certificate covering the share(s) of such director in the

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relevant Subsidiary endorsed in favor of Stream’s nominee directors listed on Schedule 6.2(d) of the Stream Disclosure Schedule, including the declaration of trust or such other document to confirm that each director of the Subsidiaries held his/her share in the relevant company in trust for the Company or its Subsidiaries, as the case may be.

(e)Contribution of the Tranche B Loan.  NewBridge shall have duly contributed to Stream the Tranche B Loan, and Stream shall have received written evidence of such contribution in form and substance reasonably satisfactory to Stream.

6.3Additional Conditions to the Obligations of the Company and the Stockholders.  The obligation of the Company and the Stockholders to effect the Exchange shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company and the Stockholders:

(a)Representations and Warranties.  The representations and warranties of Stream set forth in this Agreement and in any certificate or other writing delivered by Stream pursuant hereto shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (x) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failure to be true and correct (without regard to any materiality, Stream Material Adverse Effect or Knowledge qualifications contained therein), individually or in the aggregate, has not had, and is not reasonably likely to have, a Stream Material Adverse Effect) provided, however, that the representations and warranties made in Sections 3.2(b) and 3.2(c) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date except to the extent specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date.  The Company shall have received a certificate signed on behalf of Stream by the chief executive officer and the chief financial officer of Stream to such effect.

(b)Performance of Obligations of Stream.  Stream shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

(c)Third Party Consents.  Stream shall have obtained all consents and approvals of third parties listed in Section 6.3(c) of the Stream Disclosure Schedule.

(d)Resignations.  The Company shall have received copies of the resignations, effective as of the Closing Date, of all those directors of Stream who are not named as continuing directors of Stream on Section 6.3(d) of Stream Disclosure Schedule.

(e)Amended Certificate.  Stream shall have duly adopted and filed with the Secretary State of Delaware the Amended Certificate.

(f)By-Laws.  Stream shall have duly adopted an amendment and restatement of its By-laws in the form attached hereto as Exhibit D.

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(g)Ares.  Ares shall have duly converted all of its outstanding shares of Series A Preferred Stock and Series B Preferred Stock into 35,085,134 shares of Stream Common Stock, and surrendered all of the Ares 2018 Warrants to Stream for cancellation in exchange for the issuance to Ares of 1,000,000 shares of Stream Common Stock.  In addition, the letter agreement between Ares Corporate Opportunities Fund II, L.P. (“Ares”) and Stream, dated the date hereof and furnished to the Company (the “Ares Letter Agreement”) shall not have been amended or modified and shall be in full force and effect.

(h)Ayala.  The Stream letter dated the date herein and furnished to NewBridge (the “Ayala High Yield Letter”) shall not have been amended or modified and shall be in full force and effect.

ARTICLE VII

TERMINATION

7.1Termination.  This Agreement may be terminated at any time prior to the Closing Date (with respect to Sections 7.1(b) through 7.1(f), by written notice by the terminating party to the other party):

(a)by mutual written consent of Stream, the Company and the Stockholders; or

(b)by either Stream or the Company if the Exchange shall not have been consummated by December 31, 2009, which such date may be extended to a date no later than February 28, 2010 at the written election of either Stream or the Company if, but only if, the only conditions to Closing set forth in Article VI that have not been satisfied or duly waived on or before December 31, 2009 are those set forth in Section 6.1(b) and/or 6.1(g) (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that are by their nature to be satisfied at Closing) (as so extended, the “Outside Date”) (provided that the right to terminate this Agreement under Section 7.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been a principal cause of or resulted in the failure of the Exchange to occur on or before the Outside Date); or

(c)by either Stream or the Company if a Governmental Entity of competent jurisdiction shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Exchange; or

(d)by the Company or any Stockholder if the Requisite Stockholder Approval is not obtained within sixty (60) minutes after the execution of this Agreement;

(e)by Stream, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement set forth in this Agreement (other than those referred to elsewhere in this Section 7.1) on the part of the Company or any of the Company Stockholders, which breach (i) would cause the conditions set forth in Section 6.2(a) or (b) not to be satisfied, and (ii) shall not have been cured, or is not capable of being cured, within 10 days

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following receipt by the Company of written notice of such breach from Stream (or, if earlier, the Outside Date); or

(f)by the Company, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement set forth in this Agreement (other than those referred to elsewhere in this Section 7.1) on the part of Stream, which breach (i) would cause the conditions set forth in Section 6.3(a) or (b) not to be satisfied, and (ii) shall not have been cured, or is not capable of being cured, within 10 days following receipt by Stream of written notice of such breach from the Company (or, if earlier, the Outside Date).

7.2Effect of Termination.  In the event of termination of this Agreement as provided in Section 7.1, this Agreement shall immediately become void and there shall be no liability or obligation on the part of Stream, the Company, the Company Stockholders or their respective officers, directors, stockholders or Affiliates, provided that (i) any such termination shall not relieve any party from liability for any Knowing and Material Breach of this Agreement (which includes without limitation the making of any representation or warranty by a party in this Agreement that the party knew was not true and accurate when made) and (ii) the provisions of Section 5.5 (Publicity), Section 5.7 (Expenses), this Section 7.2 and Article IX (Miscellaneous) of this Agreement and the Confidentiality Agreements shall remain in full force and effect and survive any termination of this Agreement.  For purposes of this Section 7.2, a “Knowing and Material Breach” means a material breach that is a consequence of an action undertaken by the breaching party where the actual knowledge that the taking of such act would, or would be reasonably expected to lead to a termination right under Section 7.1 of this Agreement.

ARTICLE VIII

INDEMNIFICATION

8.1Indemnification by the Stockholders.

(a)Each Stockholder shall indemnify Stream in respect of, and hold it harmless against, any and all Damages (as defined below) incurred or suffered by Stream resulting from, relating to or constituting a failure of any representation or warranty made by such Stockholder in Section 2.1 of this Agreement to be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than in the case of representations and warranties made as of a particular date, which shall be true and correct as of such date), or any breach of any covenant made by such Stockholder in this Agreement.

(b)The Stockholders shall, severally in proportion to their relative ownership of the Shares immediately prior to the Closing, indemnify Stream in respect of, and hold it harmless against, any and all Damages incurred or suffered by Stream thereof resulting from, relating to or constituting a failure of any representation or warranty made by the Company in Sections 3.1(b), 3.1(c), 3.1(d), 3.1(e)(ii), 3.1(k)(i), 3.1(m) and/or 3.1(t) of this Agreement to be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than in the case of representations and warranties made as of a

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particular date, which shall be true and correct as of such date), or any breach of any covenant made by the Company or a Stockholder in Article I or Section 4.1 of this Agreement.

8.2Indemnification by Stream.  Stream shall indemnify the Stockholders in respect of, and hold them harmless against, in proportion to their respective ownership of the Shares immediately prior to the Closing, any and all Damages incurred or suffered by the Stockholders resulting from, relating to or constituting a failure of any representation or warranty made by Stream in Sections 3.2(b), 3.2(c), 3.2(d), 3.2(e)(ii), 3.2(k)(i), 3.2(m) and/or 3.2(t) of this Agreement, or any covenant made by Stream in Section 4.2 of this Agreement, to be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (other than in the case of representations and warranties made as of a particular date, which shall be true and correct as of such date), or any breach of any covenant made by Stream in this Agreement.

“Damages” means: (i) in respect of a claim for breach of Section 2.1, 3.1(b), 3.1(c), 3.2(b) and/or 3.2(c), any and all liabilities, obligations and losses, (ii) in respect of a claim for breach of Section 3.1(d), 3.1(e)(ii), 3.1(k)(i), 3.1(m) 3.1(t), 3.2(d), 3.2(e)(ii), 3.2(k)(i), 3.2(m) and/or 3.2(t) and/or any covenant made by a Stockholder , the Company or Stream in Section 4.1 or Section 4.2 of this Agreement, the diminution in the equity value of the Company or Stream, as the case may be, attributable to such breach, measured retroactively as of the Closing Date, and (iii) in respect of any claim covered by clause (i) or (ii), an additional amount equal to any out-of-pocket costs and expenses incurred by the Indemnified Party in connection with such indemnification claim (or any third party action giving rise to such claim), including court costs, reasonable fees and expenses of attorneys, accountants, financial advisors and other experts, and other reasonable expenses of litigation, arbitration or other dispute resolution proceedings.

“Indemnitee” means the party seeking indemnification under this Article VIII.

“Indemnifying Party” means the party from whom the Indemnitee is seeking indemnification under this Article VIII.

8.3Indemnification Claims.

(a)In order to seek indemnification under this Article VIII, an Indemnitee shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) that contains (i) a description of the Damages incurred or reasonably expected to be incurred by the Indemnitee and the amount thereof (the “Claimed Amount”), to the extent then known, (ii) a statement that the Indemnitee is entitled to indemnification under this  Article VIII for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for indemnity in the amount of such Damages.

(b)Within twenty (20) days after delivery of Claim Notice, the Indemnifying Party shall deliver to the Indemnitee a written response (the “Response”), in which the Indemnifying Party shall either agree that the Indemnitee is entitled to indemnity for the Claimed Amount or dispute that the Indemnitee is entitled to indemnity for the Claimed Amount.

(c)During the thirty (30) day period following the delivery of a Response that reflects a dispute as to indemnification (a “Dispute”), the Indemnifying Party and the Indemnitee

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shall use good faith efforts to resolve the Dispute.  If the Dispute is not resolved within such thirty (30) day period, the Indemnifying Party and the Indemnitee shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnitee agree in writing to submit the Dispute to such arbitration, then they shall agree upon the forum and rules for such arbitration.  The provisions of this Section 8.3(c) shall not obligate the Indemnifying Party and the Indemnitee to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnitee to arbitrate a Dispute, such Dispute shall be resolved in accordance with Section 9.5 of the Agreement.

8.4Survival.  All representations and warranties that are covered by the indemnification agreements in Sections 8.1 and 8.2 (other than representations and warranties contained in Sections 2.1, 3.1(b), 3.1(m), 3.2(b) and 3.2(m)) and the covenants of the parties in Sections 4.1 and 4.2 of this Agreement shall, solely for purposes of this Article VIII, survive the Closing and expire on the date 12 months after the Closing.  All representations and warranties contained in Sections 2.1, 3.1(b) and 3.2(b) shall, solely for purposes of this Article VIII, survive the Closing indefinitely, and all representations and warranties contained in Sections 3.1(m) and 3.2(m) shall, solely for purposes of this Article VIII, survive the Closing until the expiration of the applicable statute of limitations.  All other representation and warranties that are not covered by the indemnification agreements in Sections 8.1 and 8.2 (other than that set forth in Section 8.6(c)) shall expire immediately following the Closing.  All the covenants of the parties contained in this Agreement (other than covenants contained in Sections 4.1 and 4.2 of this Agreement) shall survive the Closing indefinitely.  If an Indemnitee delivers to an Indemnifying Party, before expiration of a representation, warranty or covenant, a Claim Notice based upon a breach of such representation, warranty or covenant, then the applicable representation, warranty or covenant shall survive until, but only for purposes of, the resolution of any claims arising from or related to the matter covered by such notice.  Notwithstanding anything to the contrary herein, all representations and warranties contained in this Agreement and the covenants of the parties contained in Sections 4.1 and 4.2 of this Agreement shall expire (other than with respect to a then pending Claim Notice as provided in the preceding sentence) upon the earlier of (i) a Change of Control (as defined in the Stockholders Agreement) and (ii) a Qualified Public Offering (as defined in the Registration Rights Agreement).

8.5Limitations; Remedy.

(a)Except as provided for in Section 9.13 of this Agreement, other than in instances of fraud or intentional misrepresentations, following the Closing, the sole and exclusive remedy for a breach of the representations and warranties contained in this Agreement and the covenants contained in Sections 4.1 and 4.2 of this Agreement by any party shall be indemnification under this Article VIII and the settlement or payment of such indemnity claim shall be as follows:

(i)If Stream is entitled to indemnification for Damages under this Article VIII, then the Stockholder or Stockholders obligated to provide such indemnity under Section 8.1 shall forfeit to Stream, for no consideration, such aggregate number of shares of Stream Common Stock equal to the amount of Damages divided by $5.30.

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(ii)If the Stockholders are entitled to indemnification for Damages under this Article VIII, then Stream shall issue to the Stockholders, in proportion to their relative ownership of the Shares upon the Closing, for no additional consideration, such aggregate number of shares of Stream Stock so that, following such issuance, the shares of Stream Stock held by the Stockholders, calculated retroactively as of the Closing Date and before giving effect to any acquisitions or dispositions of shares of Stream Stock after the Closing Date, shall represent the percentage of the total number of shares of Stream Stock outstanding immediately after the Closing (after taking into account the issuance of the additional shares of Stream Stock under this Section 8.5(a)(ii)) equal to: (A) the number of shares of Stream Stock held by the Stockholders upon the Closing, divided by (B) (i) the aggregate number of shares of Stream Stock outstanding immediately after the Closing (without taking into account the issuance of the additional shares of Stream Stock), less (ii) the amount of Damages divided by $5.30.  The Stockholders shall be deemed to have reconfirmed as to such additional shares the representations and warranties set forth in Section 2.1(e) of this Agreement, and such additional shares shall contain the restrictive legend set forth in the Stockholders Agreement.

(b)Notwithstanding anything to the contrary herein, other than in instances of fraud or intentional misrepresentation, (i)  the maximum number of shares of Stream Common Stock that the Stockholders collectively, on one hand, and Stream, on the other hand, shall be required to forfeit or issue pursuant to this Article VIII shall be such the number of shares of Stream Common Stock sufficient to provide indemnification for up to $50,000,000 of Damages (if Stream is the Indemnified Party) and $65,000,000 of Damages (if the Stockholders are the Indemnified Party), other than with respect to the representations and warranties contained in Sections 2.1, 3.1(b) and 3.2(b) of this Agreement; (ii)  the Stockholders and Stream shall be responsible for indemnification hereunder only if, and to the extent that, the aggregate Damages for which they or it, respectively, are responsible exceeds $10,000,000 (if Stream is the Indemnified Party) or $13,000,000 (if the Stockholders are the Indemnified Party), other than with respect to the representations and warranties contained in Sections 2.1, 3.1(b), 3.1(m), 3.2(b) and 3.2(m) and the covenants contained in Sections 4.1 and 4.2 of this Agreement, and (iii) with respect to the representations and warranties in Sections 3.1(m) and 3.2(m), the Stockholders and Stream shall be responsible for indemnification hereunder only if, and to the extent that, the aggregate Damages for which they or it, respectively, are responsible exceeds $2,000,000 (if Stream is the Indemnified Party) or $2,600,000 (if the Stockholders are the Indemnified Party).

(c)All per share amounts and share numbers in this Article VIII shall be proportionately adjusted in the event of any stock split, stock dividend or similar event affecting the Stream Common Stock.  In the event that Stream is party to a merger or recapitalization in which all or substantially all of the outstanding shares of Stream Common Stock are exchanged for or converted into shares of a different class of capital stock or shares of capital stock of another entity, then Stream or the Stockholders, as the case may be, shall thereafter be required to issue or transfer, in lieu of shares of Stream Common Stock, the shares of such different or other class of capital stock for or into which such shares of Stream Common Stock have been exchanged or converted.

(d)Notwithstanding anything to the contrary in this Agreement, in no event shall any party be required to make any cash payment to any other party pursuant to this Article VIII,

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and the sole and exclusive remedy for any indemnification claim for Damages shall be as set forth in Section 8.5(a), except as provided for in Section 9.13 of this Agreement and other than in instances of fraud or intentional misrepresentations.

(e)No Stockholder shall have the right of contribution against the Company or Stream with respect to any breach by the Company of any of its representations, warranties, covenants or agreements in this Agreement.

(f)Notwithstanding anything to the contrary in this Article VIII, neither the Stockholders on one hand, nor Stream, on the other hand, shall be entitled to indemnification under this Article VIII with respect to any breach of the representations set forth in Sections 8.1(a), 8.1(b) and 8.1 (c) if (A) such breach is attributable to events or circumstances occurring after the date of this Agreement; provided that such breach is not an intentional breach, (B) the breaching party notifies the other party to this Agreement of such breach, in writing, prior to the Closing and acknowledges, in writing, that such breach entitles the other party to terminate this Agreement pursuant to Section 7.1(e) or 7.1(f), as the case may be, and (C) the other party does not elect to terminate this Agreement pursuant to Section 7.1(e) or 7.1(f), as the case may be.

(g)Any forfeiture or issuance of shares of Stream Common Stock pursuant to this Article VIII shall be treated as an adjustment to the consideration paid by Stream for the Shares.

8.6Taxes.

(a)In the event that the value of the total consideration received by EGS Dutchco in respect of its Shares (the “Providence Share Consideration”) is finally determined by the Internal Revenue Service to be more than the greater of (X) the amount realized in respect of EGS Dutchco’s Shares as reported by Providence Equity Partners VI International L.P. on its Internal Revenue Service Form 1065 for the tax year that includes the Closing Date (the “Providence Return”) and (Y) 71,801,975, Stream shall pay to EGS Dutchco or its designee, within five (5) business days after written notice to Stream of such determination, by wire transfer of immediately available funds, an amount equal to the quotient of (i) all Taxes resulting from such determination (assuming that all gains recognized by EGS Dutchco are subject to income tax at a rate of 45%), divided by (ii) 0.55, but in no event shall Stream be required to pay to EGS Dutchco and its designees pursuant to this Section 8.6(a) more than $7,500,000.

(b)In the event that the Internal Revenue Service proposes an adjustment to the reported value of the Providence Share Consideration in the course of any audit or examination of the Providence Return by the Internal Revenue Service, EGS Dutchco will promptly notify Stream of such proposed adjustment, provided that the failure by EGS Dutchco to promptly notify Stream  shall relieve Stream of its obligations under Section 8.6(a) only to the extent that Stream’s ability to contest such adjustment is actually prejudiced by such failure.  Following such proposed adjustment, Stream shall have the right to participate, at its own expense, in such audit or examination, and EGS Dutchco shall not settle or compromise such proposed adjustment without the prior written consent of Stream, which shall not be unreasonably withheld, conditioned or delayed.  Notwithstanding the foregoing, under no

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circumstances shall EGS Dutchco or any of its direct or indirect owners be required to litigate with any Taxing Authority with respect to any such adjustment or proposed adjustment.

(c)EGS Dutchco represents and warrants that its adjusted tax basis in its Shares for United States federal income tax purposes is not less than $71,801,975.

ARTICLE IX

MISCELLANEOUS AND GENERAL

9.1Reserved.

9.2Modification or Amendment.  Subject to the provisions of applicable Law, at any time prior to the Closing Date, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by duly authorized officers of the respective parties; provided that, after the Requisite Stockholder Approval has been obtained, this Agreement may not be amended in any manner that would require further stockholder approval of Stream, without such further stockholder approval having been obtained.

9.3Waiver of Conditions.  The conditions to each of the parties’ obligations to consummate the Exchange are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable Law.  Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. The failure of any party to assert any rights or remedies shall not constitute a waiver of such rights or remedies.

9.4Counterparts.  This Agreement may be executed in any number of counterparts including by facsimile signature or by electronic means such as a .pdf file, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

9.5Governing Law and Venue.  THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES; provided, that, for the avoidance of doubt, all matters relating to the fiduciary duties of the board of directors of the Company shall be governed by Philippines law.  The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Exchange and other transactions contemplated hereby or thereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties

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hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of Delaware or Federal court to the exclusion of all other courts and venues.  The parties hereby consent to and grant any such court jurisdiction over the Person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9.6 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

9.6Notices.  Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by courier, or by facsimile (upon receipt of telephonic or electronic confirmation of successful transmission):

if to Stream:

Stream Global Services, Inc.
20 William Street
Suite 310
Wellesley, Massachusetts  02481
U.S.A.

Attention:	Sheila Flaherty, Esq.
Telephone:	(781) 304-1810
Facsimile:	(781) 304-1702

with a copy to (which shall not constitute notice):

Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
U.S.A.

Attention:	Mark G. Borden, Esq.
Telephone:	(617) 526-6000
Facsimile:	(617) 526-5000

and

Ares Corporate Opportunities Fund II, L.P.
c/o Ares Management, Inc.
2000 Avenue of the Stars
12th Floor
Los Angeles, California  90067
U.S.A.

Attention:	David Kaplan and Jeffrey Schwartz
Telephone:	(310) 201-4100
Facsimile:	(310) 201-4157

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and

Proskauer Rose LLP
2049 Century Park East
Suite 3200
Los Angeles, California  90067
U.S.A.

Attention:	Michael A. Woronoff, Esq.
Telephone:	(310) 557-2900
Facsimile:	(310) 557-2193

if to the Company:

EGS Corp.
33/F Tower One
Ayala Triangle
Ayala Avenue
Makati City, 1226
Metro Manila, Philippines

Attention:	Solomon M. Hermosura
Telephone:	+63 (2) 848-5643
Facsimile:	+63 (2) 759-4383

and

Attention:	Raymond M. Mathieu
Telephone:	(401) 751-1700
Facsimile:	(401) 751-1790

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York  10153
U.S.A.

Attention:	Michael Weisser, Esq.
Telephone:	(212) 310-8000
Facsimile:	(212) 310-8007

if to the Stockholders:

NewBridge International Investment Ltd.
c/o Ayala Corporation
33/F Tower One
Ayala Triangle
Ayala Avenue
Makati City, 1226
Metro Manila, Philippines

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Attention:	Solomon M. Hermosura
Telephone:	+63 (2) 848-5643
Facsimile:	+63 (2) 759-4383

EGS Dutchco B.V.
Fred Roeskestraat 123
1076 EE
Amsterdam, Netherlands

Attention:	Raymond M. Mathieu
Telephone:	(401) 751-1700
Facsimile:	(401) 751-1790

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York  10153
U.S.A.

Attention:	Michael Weisser, Esq.
Telephone:	(212) 310-8000
Facsimile:	(212) 310-8007

or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above.

9.7Entire Agreement; No Other Representations.  This Agreement (including any annexes, schedules and exhibits hereto), all Stockholder Disclosure Schedules, the Company Disclosure Schedule, the Stream Disclosure Schedule, the Nondisclosure Agreement, dated as of March 19, 2009, between Stream and Providence Equity L.L.C. and the Nondisclosure Agreement, dated as of March 22, 2009, between Stream and LiveIt Investments Limited (the “Confidentiality Agreements”) constitute the entire agreement by and among the parties hereto and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER STREAM NOR THE COMPANY OR THE STOCKHOLDERS MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE EXCHANGE, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

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9.8           No Third-Party Beneficiaries.  Other than with respect to the matters set forth in Section 5.6 (Indemnification), this Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

9.9           Obligations of Stream and of Company.  Except as otherwise specifically provided herein, whenever this Agreement requires a Subsidiary of Stream to take any action, such requirement shall be deemed to include an undertaking on the part of Stream to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of Company to take any action, such requirement shall be deemed to include an undertaking on the part of Company to cause such Subsidiary to take such action.

9.10         Severability.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

9.11         Interpretation.  The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  All references to “$” shall be to United States Dollars.  All references to “PhP” shall be to Philippine Pesos.

9.12         Assignment.  Except as set forth below, this Agreement shall not be assignable by operation of Law or otherwise; provided, however, that Stream may designate, by written notice to Company, another wholly-owned direct or indirect subsidiary of Stream, to be an acquirer of the Shares from the Stockholders in the Exchange in lieu of Stream, so long as such designation would not reasonably be expected to (i) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining any Stream Required Statutory Approval or Company Required Statutory Approval or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Exchange, (iii) significantly increase the risk of not being able to remove any such order on appeal or otherwise or (iv) materially delay the consummation of the Exchange or the transactions contemplated hereby.  If the requirements of the previous sentence are met and Stream wishes to designate another wholly-owned direct or indirect subsidiary to be a purchaser in the Exchange in lieu of Stream, then, all references herein to Stream shall be deemed references to such other entity, except that, as of the date of such designation, such Subsidiary shall be considered a “Subsidiary” for purposes of all representations and warranties made herein with respect to Stream.

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If a Stockholder transfers any of its Shares or any of its shares of Stream Stock to an Affiliate thereof, such Stockholder shall assign its rights and obligations under this Agreement to such Affiliate and, concurrently with such transfer, shall cause such Affiliate to execute and deliver to Stream an instrument, reasonably satisfactory in form and substance to Stream, pursuant to which such Affiliate shall become a party hereto, be bound hereby and be deemed a “Stockholder” for all purposes of this Agreement, from and after such assignment, with respect to the shares of Stream Stock transferred to it to the same extent as such transferring Stockholder was prior to such assignment.  Such transferring Stockholder shall remain liable and obligated hereunder (jointly and severally with such Affiliate) for all of the obligations under this Agreement assigned to such Affiliate (unless such Stockholder merges with or is liquidated into such Affiliate).

9.13         Specific Performance.  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Company, the Stockholders or Stream, as the case may be, in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that Stream, the Company and the Stockholders shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which such party is entitled at law or in equity.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, this Agreement has been duly executed, acknowledged and delivered by the duly authorized officers of the parties hereto as of the date first written above.

STREAM GLOBAL SERVICES, INC.
By:
Name:	R. Scott Murray
Title:	President and Chief Executive Officer

Signature Page – Share Exchange Agreement

EGS CORP.

By:

Name:

Title:

By:

Name:

Title:

Signature Page – Share Exchange Agreement

STOCKHOLDERS:

EGS DUTCHCO BV

By:

Name:

Title:

By:

Name:

Title:

NEWBRIDGE INTERNATIONAL INVESTMENT LTD.

By:

Name:

Title:

EX-11

Exhibit 11

ARES CORPORATE OPPORTUNITIES FUND II, L.P.

August 14, 2009

Stream Global Services, Inc.

20 William Street, Suite 310

Wellesley, MA 02481

Ladies and Gentlemen:

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:

1.Pursuant to Section 7(a) of the Certificate of Designations of Series A Convertible Preferred Stock of Stream, as amended (the “Series A Certificate of Designations”), Ares hereby irrevocably elects to convert, effective as of immediately prior to the Closing (as defined in the Exchange Agreement), 150,000 shares of the Series A Convertible Preferred Stock, par value $.001 per share, of Stream (the “Series A Preferred”), constituting all of the shares of Series A Preferred held by Ares, into an aggregate of 34,919,792 shares of Stream common stock, par value $.001 per share (the “Common Stock”) (as adjusted for stock splits, stock dividends and similar events affecting the Common Stock on or prior to the Closing), such amount representing the aggregate number of shares of Common Stock into which Ares’ shares of Series A Preferred and all accrued but unpaid dividends thereon shall be convertible as of the Closing, after taking into account the increase in the Stated Value (as defined in the Series A Certificate of Designations) pursuant to Section 3(b) of the Series A Certificate of Designations as a result of the Acceleration Event (as defined in the Series A Certificate of Designations) arising from the Transactions.  Ares hereby agrees that the execution and delivery of the Exchange Agreement shall not result in an “Acceleration Event” for purposes of the Series A Certificate of Designations unless the Closing occurs (in which event an “Acceleration Event” shall be deemed to occur as of the Closing) and hereby irrevocably waives the occurrence of any Acceleration Event with respect to the execution and delivery of the Exchange Agreement if the Closing does not occur.  Stream and Ares hereby agree that the Acceleration Event shall be deemed to occur immediately prior to the effectiveness of the conversion of the Series A Preferred.

2.Pursuant to Section 7(a) of the Certificate of Designations of Series B Convertible Preferred Stock of Stream, as amended (the “Series B Certificate of Designations”), Ares hereby irrevocably elects to convert, effective as of immediately prior to the Closing, 702 shares of Stream’s Series B Convertible Preferred Stock, par value $.001 per share (the “Series B Preferred”), constituting all of the shares of Series B Preferred held by Ares, into an aggregate of 165,342 shares of Common Stock (as adjusted for stock splits, stock dividends and similar events affecting the Common Stock on or prior to the Closing), such amount representing the aggregate number of shares of Common Stock into which Ares’ shares of Series B Preferred and all accrued but unpaid dividends thereon are convertible as of the Closing, after taking into account the increase in the Stated Value (as defined in the Series B Certificate of Designations) pursuant to Section 3(b) of the Series B Certificate of Designations as a result of the

Acceleration Event (as defined in the Series B Certificate of Designations) arising from the Transactions.  Ares hereby agrees that the execution and delivery of the Exchange Agreement shall not result in an “Acceleration Event” for purposes of the Series B Certificate of Designations unless the Closing occurs (in which event an “Acceleration Event” shall be deemed to occur as of the Closing) and hereby irrevocably waives the occurrence of any Acceleration Event with respect to the execution and delivery of the Exchange Agreement if the Closing does not occur.  Stream and Ares hereby agree that the Acceleration Event shall be deemed to occur immediately prior to the effectiveness of the conversion of the Series B Preferred.

3.At the Closing, Ares shall transfer and sell to Stream, 7,500,000 warrants of Stream expiring on August 7, 2018, each to purchase one share of Common Stock, in consideration for which Stream shall issue and deliver to Ares 1,000,000 shares of Common Stock (as adjusted for stock splits, stock dividends and similar events affecting the Common Stock on or prior to the Closing).

4.At Stream’s option, exercisable in writing from and after the Closing, Ares shall transfer and sell to Stream, and Stream shall purchase from Ares, on such date as shall be selected by Stream and notified to Ares in writing, but no earlier than 5 business days after receipt of such notice by Ares nor later than November 30, 2009, 425,000 warrants of Stream expiring on October 17, 2011, each to purchase one share of Common Stock, in consideration for which Stream shall pay to Ares, upon such transfer, an aggregate purchase price of $63,750.

5.Each of Ares and Stream hereby agrees and consents to the termination, effective as of the Closing, of the Stockholder’s Agreement, dated as of August 7, 2008, by and between Ares and Stream (the “Stockholder’s Agreement”).

6.To the extent any of the Transactions requires the consent or approval of Ares under the Stockholder’s Agreement, Section 9 of the Series A Certificate of Designations or Section 9 of the Series B Certificate of Designations, Ares hereby consents to and approves such Transactions.  Ares hereby waives any right of the holders of Series A Preferred and Series B Preferred under the Series A Certificate of Designations or the Series B Certificate of Designations to receive a notice of the authorization of, approval of, entry into an agreement contemplating, solicitation of stockholder approval for or other activity or action related to, any of the Transactions.

7.Pursuant to Section 9(b) of the Registration Rights Agreement, dated as of August 7, 2008, by and among Ares, Stream and the other signatories identified therein, as amended (the “Rights Agreement”), Ares and Stream hereby consent to and approve the amendment and restatement of the Rights Agreement, effective as of the Closing, in its entirety to read as set forth in the Amended and Restated Registration Rights Agreement, dated as of the date hereof by, and among Stream, Ares, Dutchco, Newbridge and certain other stockholders of Stream.

8.Effective as of the Closing, Ares hereby agrees that Section 4.6 of the Preferred Stock Purchase Agreement, dated as of June 2, 2008, by and between Ares and Stream, as amended (the “Purchase Agreement”) shall terminate and have no further force or effect, and Ares hereby irrevocably releases, and agrees not to sue or to bring suit with or on behalf of another against, Stream or any of its subsidiaries (collectively, the “Stream Released Parties”) with respect to any claims, demands, liabilities, actions, causes of action, suits, debts, charges, complaints, obligations, promises, agreements, controversies, damages or expenses (collectively, “Claims”) arising out of facts that occurred prior to the execution of this agreement.  For purposes of implementing a full and complete release and discharge of Claims, Ares acknowledges that this agreement is intended to include in its effect all the Claims described in the preceding sentence, whether known or unknown, suspected or unsuspected,  whether in contract, tort or otherwise, and that this agreement contemplates the extinction of all such Claims.  Ares expressly waives all rights conferred by the provisions of Section 1542 of the Civil Code of California which

provides:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

9.Effective as of the Closing, Stream hereby releases, and agrees not to sue or to bring suit with or on behalf of another against, Ares, any of its affiliates, or any of their respective predecessors or successors, or any of their respective partners, directors, officers, shareholders, employees, executives or agents (collectively, the “Ares Released Parties”) with respect to any Claims arising out of facts that occurred prior to the execution of this agreement.  For purposes of implementing a full and complete release and discharge of Claims, Stream acknowledges that this agreement is intended to include in its effect all the Claims described in the preceding sentence, whether known or unknown, suspected or unsuspected, in contract, tort or otherwise, and that this agreement contemplates the extinction of all such Claims.  Stream expressly waives all rights conferred by the provisions of Section 1542 of the Civil Code of California which provides:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

10.Notwithstanding the foregoing, (a) the foregoing paragraphs 7 and 8 shall not release any Claims arising under any of the Transaction Documents or in connection with the Transactions and (b) except as expressly provided herein, each agreement to which Ares and Stream are party shall remain in full force and effect.

11.Without regard to whether the Closing occurs or this letter agreement is terminated, the Company shall pay to, or on behalf of, Ares, promptly as billed, all fees, disbursements and reasonable out-of-pocket expenses incurred by Ares in connection the Transactions (including, without limitation, reasonable fees and disbursements of counsel and other customary expenditures).

12.Ares represents that the shares of Common Stock to be issued to it at the Closing are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such shares in violation of the Securities Act of 1993, as amended (the “Securities Act”) or any rule or regulation under the Securities Act.  Ares understands that the issuance of such shares has not been registered under the Securities Act and such shares are “restricted securities” within the meaning of Rule 144 under the Securities Act; and such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available.

13.Stream hereby represents and warrants that the Transactions have been approved by the board of directors of Stream, or a committee of such board that is composed solely of two or more Non-Employee Directors (as defined in Rule 16b-3(b)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”)), for the purpose of exempting from Section 16(b) of the Exchange Act the Transactions between Stream and any of its officers or directors that involve Stream’s equity securities.

14.This agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. This agreement may be waived, amended, modified or terminated only by a written agreement signed by each of the parties hereto, Newbridge and Dutchco, each of which is expressly made a third party beneficiary hereof.

15.Notwithstanding anything that may be expressed or implied in this letter agreement, Stream and Ares covenant, agree and acknowledge that (a) no recourse under this letter agreement or any other Transaction Documents shall be had against any current or future director, officer, employee, general or limited partner, manager or member of any of Ares or of any affiliate or assignee thereof (each

an “Ares Person”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, and (b) without limiting the foregoing, no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Ares Person, as such, for any obligation of Ares under this letter agreement or any other Transaction Document for any claim based on, in respect of or by reason of such obligations or their creation.

This agreement shall terminate and be of no force or effect if the Exchange Agreement is duly terminated.  In addition, Stream covenants and agrees that without the prior written consent of Ares, Stream shall not (i) waive any of Stream’s conditions to Closing set forth in Sections 6.1 and 6.2 of the Exchange Agreement, or (ii) amend or waive any other provision of the Exchange Agreement.  Notwithstanding any other provision hereof, the provisions of paragraphs 11, 14 and 15 above shall survive any such termination.

[Signature page follows.]

This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

		Very truly yours,
		ARES CORPORATE OPPORTUNITIES FUND II, L.P.
		By: ACOF MANAGEMENT II, L.P.,
				Its General Partner
		By: ACOF OPERATING MANAGER II, L.P.,
				Its General Partner
		By: ARES MANAGEMENT, INC.,
				Its General Partner
		By:
			Name:
			Title:
Accepted and Agreed to as of the date first written above
STREAM GLOBAL SERVICES, INC.
By:
	Name:
	Title:

EX-12

Exhibit 12

[AYC HOLDINGS LTD. LETTERHEAD]

August 14, 2009

Ares Corporate Opportunities Fund II, L.P.

2000 Avenue of the Stars, 12th Floor

Los Angeles, CA 90067

Providence Equity Partners L.L.C.

Lever House
390 Park Avenue, 4th Floor
New York, NY 10022

Ladies and Gentlemen:

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”).

NewBridge and AYC Holdings Ltd. (“AYC”) are indirect wholly owned subsidiaries of Ayala Corporation.  Dutchco is an indirect wholly owned subsidiary of an affiliate of Providence Equity Partners L.L.C. (“PEP”).  Ares Corporate Opportunities Fund II, L.P. (“Ares”) owns a majority of the outstanding equity of Stream.  EGS Acquisition Corp. (“EGS Acquisition”) is a wholly owned subsidiary of EGS Corp., other than those shares of EGS Acquisition held by the incorporators and directors of EGS Acquisition.

AYC has loaned $55 million aggregate principal amount to EGS Acquisition (the “Loan”).

To induce each of Ares and PEP to enter into the Transaction Documents to which it is a party, and for other good and valuable consideration the receipt and sufficiency is hereby acknowledged, AYC hereby agrees as follows:

1.             As used herein, the following terms shall have the indicated meanings:

“Purchase Price” for any Purchased Loan (as defined below) means (a) if the Purchase Date (as defined below) occurs on or prior to December 31, 2010, the aggregate principal amount of such Purchased Loan plus all accrued and unpaid interest thereon through the Purchase Date, and (b) if the Purchase Date occurs thereafter, the amount that, when paid with respect to such Purchased Loan on the Purchase Date, provides AYC a pre-tax internal rate of return of 17% on the actual cash amount loaned by AYC to EGS Acquisition in connection with such Purchased Loan (after giving effect to all interest on, and other payments made with respect to (including amounts withheld in accordance with applicable laws), such Purchased Loan).

“Pro Rata Portions” means (a) 51.7% in the case of Ares and (b) 19.3% in the case of PEP.

2.             AYC hereby grants to each of Ares and PEP the right and option (the “Option”) to purchase up to its Pro Rata Portion of the Loan, in each case at the applicable Purchase Price.  The Option may be exercised, in whole or in part, at any time or from time to time, from and after the Closing Date (as defined in the Exchange Agreement) by means of a written notice delivered to AYC (each, an “Exercise Notice”).  Each of Ares and PEP may designate in such Exercise Notice one of more of their respective Affiliates to purchase all or any part of their respective Pro Rata Portion of the Loan.  Each Exercise Notice shall set forth the portion of the Loan to be purchased (the “Purchased Loan”) and the date of purchase (the “Purchase Date”).  On the Purchase Date, AYC shall transfer and sell to Ares, PEP or their designated Affiliates, as the case may be, the Purchased Loan, free and clear of all Liens (as defined in the Exchange Agreement), and in consideration therefore Ares, PEP or their designated Affiliates, as the case may be, shall pay to AYC, upon such transfer, the applicable Purchase Price.

3.             AYC represents and warrants that (a) it has full power to execute, deliver and perform this Agreement, and has taken all necessary action to authorize it to enter into and perform this Agreement, and (b) this Agreement is a valid and binding obligation of AYC, enforceable against AYC in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

4.             All payments, notices and other communications under this Agreement shall be in writing and shall be personally delivered or delivered by registered or certified mail (return receipt requested), postage prepaid, or by overnight delivery service (delivery charges prepaid), and shall be deemed to be given upon delivery if delivered personally or 48 hours after deposit in the mail or 24 hours after delivery by overnight delivery service, addressed to the party to which such notice is directed at the address determined as hereinafter set forth.  Each notice and other communication under this Agreement shall be addressed to the addresses set forth in Exhibit A hereof or to such other address as may be furnished to the other party in writing.

5.             This Agreement may be amended or any provision of this Agreement waived only with the written consent of each of AYC, PEP and Ares. All rights or remedies under this Agreement shall be cumulative and not exclusive of any rights or remedies that any party would otherwise have and no course of dealing between the parties nor any failure or delay in exercising any right shall operate as a waiver of such right nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

6.             This Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original but all such counterparts together shall constitute but one and the same instrument.

7.             If any provision or obligation in or under this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired.

8.             The prevailing party in any controversy, claim or dispute arising out of or relating to this Agreement or any of the documents provided for herein, or the breach hereof or thereof, shall be entitled in addition to any other appropriate relief to recover from the losing party reasonable attorneys’ fees, expenses and costs.

9.             The parties hereto agree that irreparable damage might occur if any of the covenants set forth in this Agreement were not performed in accordance with their specific terms or were otherwise breached.   Each of them accordingly agrees that the others shall be entitled to an injunction or injunctions

to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, without the need to post any bond.

10.           This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State, without regard to conflicts of law principles thereof that would require the application of the laws of another jurisdiction.  Each party hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, (b) agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court, (c) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (d) waives, to the fullest extent it may legally and effectively do so, (i) any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any such court and (ii) any defense or immunity based on inconvenient forum, lack of venue, lack of residence or other reason to the maintenance of any such suit, action or proceeding in any such court, and (e) consents to service of process in any suit, action or proceeding arising out of or relating to this Agreement in the manner provided for notices (other than telecopy) in paragraph 4 above.  Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.  To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and, without limiting the generality of the foregoing, agrees that the waivers set forth herein shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

This agreement shall terminate and be of no force or effect if the Exchange Agreement is duly terminated.

[Signature page follows.]

This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

		Very truly yours,
		AYC HOLDINGS LTD.
		By:
			Name:
			Title:
Accepted and Agreed to as of the date first written above
ARES CORPORATE OPPORTUNITIES FUND II, L.P.
By: ACOF MANAGEMENT II, L.P.,
Its General Partner
By: ACOF OPERATING MANAGER II, L.P.,
Its General Partner
By: ARES MANAGEMENT, INC.,
Its General Partner
By:
	Name:
	Title:
PROVIDENCE EQUITY PARTNERS L.L.C.
By:
	Name:
	Title:

EXHIBIT A

If to AYC:

AYC Holdings Ltd.
c/o Ayala Corporation
33/F Tower One & Exchange Plaza
Ayala Triangle
Ayala Avenue
Makati City, 1226
Metro Manila, Philippines

Attention:	Solomon M. Hermosura
Telephone:	+63 (2) 848-5643
Facsimile:	+63 (2) 759-4383

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York  10153
U.S.A.

Attention:	Michael Weisser, Esq.
Telephone:	(212) 310-8000
Facsimile:	(212) 310-8007

If to Ares:

Ares Corporate Opportunities Fund II, L.P.
c/o Ares Management, Inc.
2000 Avenue of the Stars
12th Floor
Los Angeles, California  90067
U.S.A.

Attention:	David Kaplan and Jeffrey Schwartz
Telephone:	(310) 201-4100
Facsimile:	(310) 201-4157

with a copy to (which shall not constitute notice):

Proskauer Rose LLP
2049 Century Park East
Suite 3200
Los Angeles, California  90067
U.S.A.

Attention:	Michael A. Woronoff, Esq.
Telephone:	(310) 557-2900
Facsimile:	(310) 557-2193

If to PEP:

Providence Equity Partners L.L.C.
Lever House
390 Park Avenue, 4th Floor
New York, NY 10022

Attention:	Raymond M. Mathieu
Telephone:	(401) 751-1700
Facsimile:	(401) 751-1790

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York  10153
U.S.A.

Attention:	Michael Weisser, Esq.
Telephone:	(212) 310-8000
Facsimile:	(212) 310-8007

EX-13

Exhibit 13

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, 2009

TABLE OF CONTENTS

			Page
1.	EFFECTIVENESS; DEFINITIONS		2
	1.1	Effectiveness	2
	1.2	Definitions	2
2.	VOTING AGREEMENT AMONG VOTING INVESTORS		2
	2.1	Board of Directors	2
	2.2	Irrevocable Proxy	7
	2.3	Nomination	7
	2.4	Period	7
3.	TRANSFER RESTRICTIONS		8
	3.1	Transfers Prohibited	8
	3.2	Transferees to Become Parties.	9
	3.3	Restrictions on Transfers to Competitors	9
	3.4	Other Restrictions on Transfer	9
	3.5	Impermissible Transfers	9
4.	RIGHT OF FIRST OFFER, TAG ALONG RIGHTS, DRAG ALONG RIGHTS		10
	4.1	Right of First Offer	10
	4.2	Tag Along	12
	4.3	Sale Event Drag Along	14
	4.4	Miscellaneous Sale Provisions	15
5.	RIGHT OF PARTICIPATION		18
	5.1	Right of Participation	18
	5.2	Warrant Participation Rights	21
	5.3	Excluded Transactions	22
	5.4	Other Participation Terms	23
6.	APPROVAL RIGHTS		24
	6.1	Unanimous Stockholder Approval Rights	24
	6.2	Other Stockholder Approval Rights	25
	6.3	Board Approval Requirements	26
7.	ADDITIONAL AGREEMENTS		26
	7.1	Inspection	26
	7.2	Financial Statements and Other Information	27
	7.3	Directors’ and Officers’ Insurance; Indemnification Agreement	28
	7.4	Other Business Opportunities	28
	7.5	Confidentiality	29
	7.6	Reimbursement and Obligation to Pay Fees	30

i

TABLE OF CONTENTS

(continued)

			Page
8.	REMEDIES		31
9.	LEGENDS		31
	9.1	Restrictive Legend	31
	9.2	1933 Act Legend	31
	9.3	Stop Transfer Instruction	31
	9.4	Termination of 1933 Act Legend	32
	9.5	Book-Entry Shares	32
10.	AMENDMENT, TERMINATION, ETC		32
	10.1	Oral Amendments	32
	10.2	Written Amendments	32
	10.3	Termination	33
	10.4	Effect of Termination	33
11.	DEFINITIONS, ETC		33
	11.1	Certain Matters of Construction	33
	11.2	Definitions	34
12.	MISCELLANEOUS		44
	12.1	Stock Incentive Plan	44
	12.2	Authority; Effect	44
	12.3	Notices	44
	12.4	Binding Effect; Etc	47
	12.5	Counterparts	47
	12.6	Severability	47
	12.7	No Recourse	48
	12.8	Reimbursement of Expenses	48
13.	GOVERNING LAW		48
	13.1	Governing Law	48
	13.2	Consent to Jurisdiction	49
	13.3	WAIVER OF JURY TRIAL	49
	13.4	Exercise of Rights and Remedies	50

ii

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (the “Agreement”) is made as of August 14, 2009 and is by and among

(i)Stream Global Services, Inc., a Delaware corporation (the “Company”);

(ii)Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Ares”; together with its Permitted Transferees, if any, that become parties to this Agreement as “Investors” in accordance with Section 3.2, the “Ares Investors”);

(iii)EGS Dutchco B.V., a Netherlands corporation (“PEP”; together with its Permitted Transferees, if any, that become parties to this Agreement as “Investors” in accordance with Section 3.2, the “PEP Investors”);

(iv)NewBridge International Investment Ltd., a British Virgin Islands company (“Ayala”; together with its Permitted Transferees, if any, that become parties to this Agreement as “Investors” in accordance with Section 3.2, the “Ayala Investors”);

(v)Mr. R. Scott Murray, a resident of Wellesley Massachusetts  (“Mr. Murray”; together with his Permitted Transferees, if any, that become parties to this Agreement as “Investors” in accordance with Section 3.2, the “Murray Investors”); and

(vi)Trillium Capital LLC, a Delaware limited liability company (“Trillium”; together with its Permitted Transferees, if any, that become parties to this Agreement as “Investors” in accordance with Section 3.2, the “Trillium Investors”).

RECITALS

1.The Company is party to the Share Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among the Company, EGS Corp., Ayala and PEP, pursuant to which the Company has agreed to acquire (the “Transaction”) all of the issued and outstanding shares of EGS Corp. (the “EGS Corp. Shares”).

2.In connection with the closing of the Transaction (the “Closing”), (a) the Company will issue shares of Common Stock and/or Non-Voting Common Stock to Ayala and PEP in exchange for all of the EGS Corp. Shares and (b) the Company will issue shares of Common Stock to Ares upon conversion of all of the issued and outstanding shares of preferred stock of the Company and in exchange for warrants to purchase 7,500,000 shares of Common Stock held by Ares.

3.The parties believe that it is in the best interests of the Company and the Investors to set forth in this Agreement their agreements on certain matters.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1.EFFECTIVENESS; DEFINITIONS.

1.1Effectiveness.  This Agreement is being entered into before, but will not become effective until, the consummation of the Transaction.  If the Exchange Agreement is terminated prior to the consummation of the Transaction, then this Agreement will automatically terminate. Upon the effectiveness of this Agreement, the Stockholder’s Agreement dated as of August 7, 2008 by and between the Company and Ares shall terminate and be of no further force or effect.

1.2Definitions.  Certain terms are used in this Agreement as specified in Section 11.2.  For purposes of this Agreement, each share of Non-Voting Common Stock shall be deemed to be the share of Common Stock issuable upon conversion of such share of Non-Voting Common Stock, whether or not then convertible.

2.VOTING AGREEMENT AMONG VOTING INVESTORS.

2.1Board of Directors.

2.1.1Board Size.  Each Voting Investor hereby agrees to take all necessary actions to cause the size of the board of directors of the Company (the “Board”) to be fixed at the number of directors elected in accordance with Section 2.1.2, which number shall initially be ten (10).

2.1.2Designation of Directors.  Each Voting Investor hereby agrees to cast all votes to which such Voting Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, so as to elect as the members of the Board:

(a)(i) a total of three (3) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least two-thirds of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock; or (iii) one (1) director designated by the Ares Significant Investor for so long as the Ares Significant Investor, together with its Affiliates, continues to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Ares and its Affiliates upon the Closing;

(b)(i) a total of three (3) directors designated by the Ayala Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Ayala Significant Investor and the PEP Significant Investor) for so long as such Ayala Significant Investor and such PEP Significant

2

Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least two-thirds of the total number of Shares owned by Ayala, PEP and their respective Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the Ayala Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Ayala Significant Investor and the PEP Significant Investor) for so long as such Ayala Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by Ayala, PEP and their respective Affiliates upon the Closing and (B) at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock; or (iii) one (1) director designated by the Ayala Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Ayala Significant Investor and the PEP Significant Investor) for so long as such Ayala Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Ayala, PEP and their respective Affiliates upon the Closing;

(c)one Independent Director designated by the Board with Requisite Board Approval; provided, that such Independent Director shall be Mr. Paul Joubert until Mr. Joubert’s successor is duly elected and qualified, or until Mr. Joubert’s death, or until Mr. Joubert’s earlier disqualification, resignation, retirement or removal;

(d)one Independent Director designated (i) by the Ares Significant Investor for so long as the Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least one-third of the total number of Shares owned by Ares and its Affiliates upon the Closing or (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock and (ii) thereafter, by the Board with Requisite Board Approval;

(e)one Independent Director designated (i) by the Ayala Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Ayala Significant Investor and the PEP Significant Investor) for so long as the Ayala Significant Investor and the PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least one-third of the total number of Shares owned by Ayala, PEP and their respective Affiliates upon the Closing or (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock and (ii) thereafter, by the Board with Requisite Board Approval; and

(f)the individual who holds the position of Chief Executive Officer of the Company from time to time.

Each of the members of the Board elected pursuant to this Section 2.1.2 (other than the members of the Board elected pursuant to clauses (c) or (f) hereof) is referred to herein as a “Significant Investor Director.”  The PEP Significant Investor and the Ayala Significant

3

Investor (by action of the holders of a majority of the Shares owned by the Ayala Significant Investor and the PEP Significant Investor) shall inform the Company with respect to directors that from time to time are designated pursuant to clauses (b) or (e) hereof whether such director shall be referred to herein as a “PEP Director” or an “Ayala Director.”  Any director designated by the Ares Significant Investor pursuant to clauses (a) or (d) hereof shall be referred to herein as an “Ares Director.”

2.1.3Removal; Replacement; Vacancies.  No Voting Investor shall cast any vote to which such Voting Investor is entitled in respect of the Shares, whether at any annual meeting or special meeting, by written consent or otherwise, to remove any member of the Board elected pursuant to Section 2.1.2 (other than clause (f) thereof) except for cause or with respect to (i) any Significant Investor Director, upon the express written instructions of the Significant Investor(s) that designated such director in accordance with Section 2.1.2 and (ii) (A) any director elected pursuant to Section 2.1.2(c) and (B) any Significant Investor Director elected by the Board with Requisite Board Approval pursuant to Section 2.1.2(d) or (e), upon the express written instructions of the Board with Requisite Board Approval (each of the Significant Investor(s) designating a director pursuant to Section 2.1.2 and the Board with Requisite Board Approval designating the director elected pursuant to Section 2.1.2(c) shall be referred to herein as a “Designating Party”).  If, following election to the Board, any member of the Board elected pursuant to Section 2.1.2 (other than clause (f) thereof) resigns, is removed in accordance with this Section 2.1.3, or is unable to serve for any reason prior to the expiration of his or her term as a director, then the applicable Designating Party may designate a replacement.  If the applicable Designating Party does not designate a replacement, then the Voting Investors shall cause the relevant directorship to be vacant.  The Company shall take all actions as and when reasonably requested by a Designating Party, and each Voting Investor hereby agrees to cast all votes to which such Voting Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in each case so as to (i) cause the election to the Board of any person designated as a replacement Significant Investor Director or as a replacement to the director elected pursuant to Section 2.1.2(c) in accordance with this Section 2.1.3 and (ii) cause the removal of a Significant Investor Director or the removal of the director elected pursuant to Section 2.1.2(c) upon the express written instructions of the applicable Designating Party to remove such Significant Investor Director or director elected pursuant to Section 2.1.2(c).  No Voting Investor shall cast any vote to which such Voting Investor is entitled in respect of the Shares, whether at any annual meeting or special meeting, by written consent or otherwise to remove the director elected pursuant to Section 2.1.2(f), except for cause, if such director continues to serve as the Chief Executive Officer of the Company.  In the event that the director elected pursuant to Section 2.1.2(f) no longer serves as the Chief Executive Officer of the Company, each Voting Investor hereby agrees to cast all votes to which such Voting Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in each case so as to remove such person from the Board without cause and to appoint the Chief Executive Officer of the Company as such director’s replacement.

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2.1.4Committees.  The Company shall, and each Voting Investor shall, take all necessary actions to, cause the Board to maintain the following committees: (a) an audit committee, (b) a compensation committee, (c) a nominating and governance committee and (d) such other committees, if any, as the Board may determine to maintain; provided that the appointment of committee members and the delegation of the Board’s authority to a committee shall be consistent with the by-laws of the Company; and provided, further, that, subject to any applicable law or rule or regulation of any national securities exchange or market or national securities association that is then applicable to the Company (including applicable “director independence” requirements), the Company shall, and each Voting Investor shall, take all necessary actions to, cause (i) for so long as the Ayala Significant Investor and the PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Ayala, PEP and their respective Affiliates upon the Closing, except as otherwise agreed in writing by the holders of a majority of the Shares owned by the Ayala Significant Investor and the PEP Significant Investor, the composition of any committee of the Board to include a number of directors (rounded down to the nearest whole number (but not less than one)) designated to serve on such committee by the Ayala Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Ayala Significant Investor and the PEP Significant Investor) equal to the product of (x) the result obtained by dividing (A) the number of directors then designated by the Ayala Significant Investor and the PEP Significant Investor pursuant to Sections 2.1.2(b) and (e) by (B) the total number of directors on the Board and (y) the total number of directors on such committee, and (ii) for so long as the Ares Significant Investor, together with its Affiliates, continues to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Ares and its Affiliates upon the Closing, except as otherwise agreed in writing by the Ares Significant Investor, the composition of any committee of the Board to include a number of directors (rounded down to the nearest whole number (but not less than one)) designated to serve on such committee by the Ares Significant Investor equal to the product of (x) the result obtained by dividing (A) the number of directors then designated by the Ares Significant Investor pursuant to Sections 2.1.2(a) and (d) by (B) the total number of directors on the Board and (y) the total number of directors on such committee.  Notwithstanding anything to the contrary herein, no director designated by a Significant Investor pursuant to Section 2.1.2 shall serve as a member of any committee established by the Board to consider any transaction as to which such Significant Investor may have a conflict of interest, as reasonably determined by a majority of the non-interested directors serving on the Board.

2.1.5Chairman of the Board; Vice Chairman of the Board; Officers.  The Company shall, and each Voting Investor shall, take all necessary actions to, cause the Board (a) to elect the individual serving as the Company’s Chief Executive Officer as the Chairman of the Board for so long as he serves as Chief Executive Officer and (b) for so long as Mr. Fred Ayala is a member of the Board designated by the Ayala Significant Investor and the PEP Significant Investor pursuant to Section 2.1.2(b), to elect Mr. Ayala as the Vice Chairman of the Board and as the non-executive chairman of the boards of

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directors of the Company’s subsidiaries, EGS Corp., EGS Acquisition Corp. and eTelecare Global Solutions, Inc.  The Company and each Significant Investor agree that, upon the Closing, subject to the Board’s and the Significant Investors’ ability to remove such persons from such positions after the Closing, (i) Mr. R. Scott Murray shall serve as the Company’s Chief Executive Officer and Chairman of the Board and (ii) Mr. Paul Joubert shall serve as a member of the Board and the Chairman of the audit committee of the Board.

2.1.6Independent Directors.  Each Significant Investor agrees to reasonably cooperate with each other Significant Investor to designate as directors pursuant to Sections 2.1.2(a) and (b) such number of individuals who would satisfy the applicable director independence requirements as is necessary for the continued listing of the Common Stock on the New York Stock Exchange, American Stock Exchange or such other national securities exchange or market on which the Common Stock is then listed (assuming the Board makes such affirmative determination of independence as is required by the applicable rules or regulations of such exchange).  In the event that, after taking into account the director designees of the Significant Investors pursuant to Sections 2.1.2(a) and (b), the Board would not satisfy the independence requirements necessary for the continued listing of the Common Stock on the New York Stock Exchange, American Stock Exchange or such other national securities exchange or market on which the Common Stock is then listed, the Significant Investors agree to negotiate in good faith to replace their designated directors, to the extent necessary, in order to satisfy the applicable director independence requirements necessary for the continued listing of the Common Stock on the New York Stock Exchange, American Stock Exchange or such other national securities exchange or market on which the Common Stock is then listed.

2.1.7Subsidiaries.  The board of directors (and any committees thereof) of all Subsidiaries of the Company will consist of such persons as the Company shall designate, subject to applicable laws; provided that if a representative of a Significant Investor is appointed to the board of directors (or any committee thereof) of a Subsidiary of the Company (other than EGS Corp., EGS Acquisition Corp. or eTelecare Global Solutions, Inc.), then each of the Ares Significant Investor, on the one hand, and the Ayala Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Ayala Significant Investor and the PEP Significant Investor), on the other hand, shall have the right to appoint members to such board of directors (or committees) in the same manner as provided for committees of the Board in Section 2.1.4.

2.1.8Quorum of the Board.  The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors established by the Board of Directors pursuant to Section 2.2 of the Company’s By-laws shall constitute a quorum of the Board; provided, that so long as an Ares Director, a PEP Director or an Ayala Director serves on the Board, the presence of an Ares Director, a PEP Director and an Ayala Director, as the case may be, shall also be required to constitute a quorum of the Board; provided, however, that, if an Ares Director, a PEP Director or an Ayala Director

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is not present at any two consecutive meetings of the Board, then the presence of an Ares Director, a PEP Director or an Ayala Director, as the case may be, shall not be required to constitute a quorum of the Board for the following meeting of the Board.  If at any meeting of the Board there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

2.1.9Quorum of a Committee of the Board.  A majority of the members of any committee of the Board shall constitute a quorum of such committee; provided, that, so long as an Ares Director, a PEP Director or an Ayala Director serves on any committee of the Board, the presence of such Ares Director, PEP Director and Ayala Director, as the case may be, shall also be required to constitute a quorum of such committee of the Board; provided, that, if an Ares Director, a PEP Director or an Ayala Director that is a member of a committee is not present at any two consecutive meetings of such committee of the Board, then the presence of such Ares Director, PEP Director or Ayala Director, as the case may be, shall not be required to constitute a quorum of such committee for the following meeting of the committee.  If at any meeting of a committee of the Board there shall be less than such a quorum, a majority of the members of such committee present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

2.2Irrevocable Proxy.  Each Voting Investor shall, at any time it is then entitled to vote for the election of directors to the Board, vote all of the Shares that it is entitled to vote, or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in Section 2.1.2.  Solely with respect to the matters contemplated in this Section 2, each Voting Investor hereby grants to each other Voting Investor an irrevocable proxy coupled with an interest to vote, including in any action by written consent, all of the Shares that it is entitled to vote in accordance with such Voting Investor’s agreements contained in this Section 2.

2.3Nomination.  The Company shall cause each individual designated to serve as a director pursuant to Section 2.1.2 to be nominated to serve as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholders) to ensure that the composition of the Board is as set forth in Sections 2.1.2.

2.4Period.  The foregoing provisions of this Section 2 shall terminate, with respect to any particular provision, on the last date permitted by applicable law (including the rules of the Commission or any national securities exchange or market or national securities association upon which equity securities of the Company are listed) for such provision to remain in effect.  For the avoidance of doubt, none of the Murray Investors, including Mr. Murray, nor any of the Trillium Investors, including Trillium, shall be considered an Investor for purposes of this Section 2 nor shall be bound by the terms of this Section 2.

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3.TRANSFER RESTRICTIONS.

3.1Transfers Prohibited.  Except as otherwise set forth in Section 3.1.1 or 4.3, no Investor shall Transfer any of such Investor’s Shares or any interest therein to any other Person on or prior to the second anniversary of the date of the Exchange Agreement, without the prior written consent of each Significant Investor.  No Investor shall Transfer any of their respective Public Warrants or any interest therein to any other Person (other than to the Company), without the prior written consent of each Significant Investor.  If an Investor proposes a Transfer of a type permitted by more than one subsection of this Section 3.1, then such Investor shall designate, by written notice to the Company, the specific subsection pursuant to which such Investor intends to make such Transfer, which will be treated for all purposes under this Agreement as the subsection under which such Transfer is made.

3.1.1Permissible Transfers.  The following Transfers (each a “Permissible Transfer”) shall not be subject to the provisions of Section 3.1, 3.1.2, 4.1 or 4.2.

(a)Prior to the exercise of the “drag along right” contained in Section 4.3, any Significant Investor may Transfer any or all of such Significant Investor’s Shares to any of such Significant Investor’s Equity Holders; provided, that such Transfer is consummated as a distribution-in-kind to each of such Significant Investor’s Equity Holders on a pro rata basis.  Subject to Section 3.2, any such Equity Holder shall not be entitled to any rights under, nor be bound by the terms of, this Agreement.  Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

(b)Subject to Section 3.2, any Investor may Transfer any or all of such Investor’s Shares to any of such Investor’s Permitted Transferees, so long as such Permitted Transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby).  Any Shares so Transferred shall conclusively be deemed thereafter to be Shares under this Agreement.  In the event that a Permitted Transferee holding any Shares ceases to qualify, or expects to cease to qualify, as a Permitted Transferee in relation to the initial transferring Investor from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Investor received such Shares (an “Unwinding Event”), prior to such Unwinding Event, such initial transferring Investor shall take all actions necessary to effect a Transfer of all the Shares held by the relevant Permitted Transferee either back to such Investor or, pursuant to this Section 3.1.1, to another Person that qualifies as a Permitted Transferee of such initial transferring Investor.

(c)Transfers by a Participating Seller pursuant to Section 4.2 or 4.3, as applicable.

(d)Transfers pursuant to a tender offer subject to Section 14(d)(1) of the Exchange Act (other than a tender offer made by an Investor).

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(e)Transfers pursuant to Rule 144 or an effective registration statement under the Securities Act.

3.1.2Post Second Anniversary Transfers.  After the second anniversary of the date of the Exchange Agreement, each Investor shall have the right to Transfer any or all of such Investor’s Shares or any interest therein to any other Person, subject to the “right of first offer” provisions contained in Section 4.1 and the “tag along” provisions contained in Section 4.2; provided, that any Permissible Transfer shall not be subject to the “right of first offer” provisions contained in Section 4.1 or the “tag along” provisions contained in Section 4.2.

3.2Transferees to Become Parties.  Any transferee receiving Shares in a Transfer pursuant to Section 3.1.1 or 3.1.2 (other than in an Exempt Transfer)shall become an Investor party to this Agreement and be subject to the terms and conditions of, and be entitled to enforce, this Agreement, to the same extent, and in the same capacity, as the Investor that Transfers such Shares to such transferor.  Prior to the Transfer of any Shares to any transferee pursuant to Section 3.1.1 or 3.1.2 (other than an Exempt Transfer), and as a condition thereto, the Investor effecting such Transfer shall cause such transferee to deliver to the Company and the other Investors a written agreement substantially in the form of Exhibit A (or in form and substance that is otherwise reasonably satisfactory to the Company and a Requisite Majority), to be bound by the terms and conditions of this Agreement, to the extent described in the preceding sentence.

3.3Restrictions on Transfers to Competitors.  Notwithstanding anything in this Agreement to the contrary, except (i) in connection with a “drag-along sale” pursuant to Section 4.3, (ii) a Change of Control transaction, or (iii) a Transfer unanimously approved by all of the Significant Investors and Mr. Murray (for so long as he is the Chief Executive Officer of the Company), no Investor shall Transfer any of such Investor’s Shares to a Company Competitor.

3.4Other Restrictions on Transfer.  The restrictions on transfer contained in this Agreement are in addition to any other restrictions on transfer to which an Investor may be subject, including any restrictions on transfer contained in the Company’s certificate of incorporation, stock option or warrant agreement, stock purchase agreement or other agreement to which such Investor is a party or by which such Investor is bound or any applicable lock up rules and regulations of any national securities exchange or market or national securities association.

3.5Impermissible Transfers.  Any Transfer of Shares not made in compliance with the terms of this Section 3 shall be null and void ab initio, and the Company shall not in any way give effect to any such Transfer.

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4.RIGHT OF FIRST OFFER, TAG ALONG RIGHTS AND DRAG ALONG RIGHTS.

4.1Right of First Offer.  If an Investor or group of Investors (collectively, the “Prospective Selling Investor”) desires to Transfer any Shares (the “Offered Shares”), other than in a Permissible Transfer, then the provisions of this Section 4.1 will apply to such Transfer.

4.1.1Notice.  The Prospective Selling Investor shall, prior to any such proposed Transfer, furnish a written notice of its desire to do so (the “Transfer Notice”) to the Company and each of the Significant Investors.  The Transfer Notice shall include the number of Offered Shares.

4.1.2Company’s Option to Purchase.  Subject to Section 4.2, except in the event of a proposed Transfer that would result in a Change of Control (in which case only the Significant Investors shall have the right to purchase the Offered Shares), the Company shall have the first option to offer to purchase, for cash payable at the closing of such Transfer, all or any part of the Offered Shares.  The Company may exercise such option, subject to approval by a majority of the disinterested members of the Board, no later than ten (10) days after such Transfer Notice is delivered, by delivering a written notice to the Prospective Selling Investor setting forth the Company’s offer to purchase the Offered Shares, including (i) the cash price per Share at which the Company is willing to purchase the Offered Shares and (ii) the maximum number of Offered Shares the Company is willing to purchase (the “Company Exercise Notice”).  In the event the Company does not exercise its option within such 10-day period with respect to all of the Offered Shares, the Company shall, by the last day of such period, give written notice of that fact to the Significant Investors (the “Investor Notice”).  The Investor Notice shall specify the number of Offered Shares that the Company has not offered to purchase (the “Remaining Shares”).

4.1.3Investors’ Option to Purchase.  Subject to Section 4.2, each other Significant Investor shall have an option, exercisable for a period of ten (10) days from the date of delivery of the Investor Notice, to offer to purchase, for cash payable at the closing of such Transfer, all or any portion of  the Remaining Shares.  Such option shall be exercised by delivery by such Significant Investor of written notice to the Prospective Selling Investor and the Company setting forth the principal terms and conditions of the Significant Investor’s offer to purchase the Offered Shares, including (i) the cash price per Share at which such Significant Investor is willing to purchase the Offered Shares and (ii) the maximum number of Offered Shares such Significant Investor is willing to purchase (the “Investor Exercise Notice”). If the number of Offered Shares so specified by all other Significant Investors exceeds the total number of Remaining Shares, the Remaining Shares available for purchase by each such Significant Investor shall be allocated to such Significant Investor on a pro rata basis according to the number of Shares then owned by each such Significant Investor.  The option to offer to purchase (and all related rights) under this Section 4.1 shall terminate with respect to a Significant Investor on the first date on which such Significant Investor

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no longer owns Shares representing at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock.

4.1.4Acceptance or Rejection of Exercise Notice.

(a)The Prospective Selling Investor shall have (i) ten (10) days from the date of delivery of the Company Exercise Notice or (ii) if an Investor Notice is delivered, ten (10) days from the date of delivery of the Investor Exercise Notice(s), to accept or reject in writing any offer by the Company or any Significant Investor (the “Acceptance Period”); provided, that  if the accepted offers specify a number of shares in excess of the number of Offered Shares, the Offered Shares available for purchase by each offeror shall be allocated in the manner that will provide the maximum aggregate purchase price.  If more than one allocation provides the maximum aggregate purchase price, the Offered Shares shall be allocated (i) first, to the Company, if the Company’s offer has been accepted and such allocation does not reduce the aggregate offering price and (ii) thereafter to each other Significant Investor whose offer has been accepted, first based on highest offer price, and thereafter on a pro rata basis according to the number of Shares then owned by each such Significant Investor.  Subject to the foregoing, if the Prospective Selling Investor accepts an offer, the Prospective Selling Investor shall be bound and obligated to Transfer, and the applicable offeror shall be bound and obligated to purchase, the Offered Shares for a purchase price equal to the offer price, payable in cash.

(b)If (i) the Prospective Selling Investor rejects the offer by the Company and/or the Significant Investor(s) or (ii) the Company and/or the Significant Investor(s) do not submit a Company Exercise Notice or an Investor Exercise Notice, as applicable, within the requisite time period, then the Prospective Selling Investor may Transfer all of the Offered Shares to any other Person or Persons, subject to Section 4.2; provided, that

(i)if the Company and/or any Significant Investor(s) offered to purchase all of the Offered Shares, no such Transfer may be made for a per Share price lower than or equal to the highest weighted average price per Share pursuant to such offer that would have resulted in all of the Offered Shares being purchased (it being understood that (x) if any portion of the consideration to be paid by a transferee is in a form other than cash, the value thereof shall be conclusively determined in good faith by the Prospective Selling Investor and (y) in determining the value of the consideration received from the transferee, the Prospective Selling Investor may include its good faith determination of the value of all other potential benefits, including tax benefits, earn-outs and similar items, and other terms and conditions) and

(ii)if such Transfer is not completed by the end of the 270th day after the last day of the Acceptance Period (provided, that, if such Transfer is subject to any regulatory approval, such 270 day period shall be extended until the expiration of five (5) business days after all such approvals have been received, but in no event later than three hundred (300) days following the last day of the Acceptance

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Period), the Transfer Notice shall be null and void, and it shall be necessary for a separate Transfer Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such a subsequent Transfer pursuant to this Section 4.1.

(c)If the Prospective Selling Investor accepts the offer contained in the Company Exercise Notice and/or the Investor Exercise Notice(s), as applicable, subject to Section 4.4, the closing of such Transfer shall take place at the offices of the Company within ten (10) days after the last day of the Acceptance Period (provided, that, if such Transfer is subject to any regulatory approval, such ten (10) day period shall be extended until the expiration of five (5) business days after all such approvals have been received, but in no event later than sixty (60) days following the last day of the Acceptance Period). The Prospective Selling Investor’s obligation to make representations and warranties to the Company or a Significant Investor shall be limited in each case to representations and warranties to (i) the unencumbered title to the Offered Shares, (ii) the power, authority and legal right to Transfer such Offered Shares and (iii) the absence of any Adverse Claim with respect to such Offered Shares.

4.1.5Indirect Transfers.  No Investor shall permit a direct or indirect equity holder to Transfer any direct or indirect equity interests in such Investor (other than Transfers of equity interests of (i) Ares Corporate Opportunities Fund II, L.P. or any of its affiliated investment funds (or the general partners thereof), (ii) Providence Equity Partners VI International, L.P. or any of its affiliated investment funds (or the general partners thereof), or (iii) Ayala Corporation) in a Transfer of a type that would be subject to this Section 4.1 if such Transfer involved a Transfer of Shares by such Investor (any such Transfer of any such equity interests, an “Indirect Transfer”), unless such Investor causes to be provided to each other Investor “rights of first offer” and “tag along” rights with respect to such Indirect Transfer that are substantially equivalent to the “rights of first offer” and “tag along” rights set forth in this Section 4.1 and Section 4.2 and subject to obligations and other terms and conditions that are substantially equivalent to those set forth in this Section 4.1 and Section 4.2.

4.2Tag Along.  If the Company and the Significant Investors do not purchase all of the Offered Shares specified in a Transfer Notice in accordance with the provisions set forth in Section 4.1 and the Prospective Selling Investor proposes a Transfer with a Third Party, the Prospective Selling Investor shall, to the extent such Transfer is subject to this Section 4.2, by written notice (the “Tag Along Notice”) to each of the other Investors (the “Tag Along Offerees”), first offer the Tag Along Offerees the opportunity to participate in such Transfer in accordance with this Section 4.2 (a “Tag Along Sale”).

4.2.1The Tag Along Notice shall identify (i) the class and number of shares of Offered Shares proposed to be sold by the Prospective Selling Investor, (ii) the fraction expressed as a percentage, determined by dividing the number of Shares to be purchased from the Prospective Selling Investor in such Tag Along Sale by the number of Shares held by such Prospective Selling Investor (the “Tag Along Sale Percentage”) (it being understood that the Company shall reasonably cooperate with the Prospective

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Selling Investor in respect of the determination of the Tag Along Sale Percentage), (iii) the consideration for which the Transfer is proposed to be made, (iv) the name and address of each proposed Third Party transferee, (v) the proposed Transfer date and (vi) all other material terms and conditions of the Tag Along Offer, including the form of the proposed agreement, if any, and a firm offer by each proposed Third Party transferee to purchase the Offered Shares.

4.2.2Exercise.  Within seven (7) business days after the date of delivery of the Tag Along Notice by the Prospective Selling Investor to each Tag Along Offeree, each Tag Along Offeree desiring to make an offer to include Shares in the proposed Transfer (each a “Participating Seller” and, together with the Prospective Selling Investor, collectively, the “Tag Along Sellers”) shall furnish a written notice (the “Tag Along Offer”) to the Prospective Selling Investor indicating the number of Shares which such Participating Seller desires to have included in the proposed Transfer (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares held by such Tag Along Offeree).  Each Tag Along Offeree who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall have waived and be deemed to have waived all of such holder’s rights with respect to such Transfer, and, the Tag Along Sellers shall thereafter be free to Transfer to the Prospective Buyer, at a per Share price no greater than the per Share price set forth in the Tag Along Notice and on other terms and conditions that are, in all material respects, the same as those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offeree pursuant to this Section 4.2.  The Prospective Selling Investor shall use its commercially reasonable efforts to interest the Prospective Buyer in purchasing, in addition to the Offered Shares, at the same price per Share and on the terms and conditions set forth in the Transfer Notice, all of the Shares the Participating Sellers wish to sell.  If the Prospective Buyer does not wish to purchase all of the Shares made available by the Tag Along Sellers, then each Tag Along Seller shall be entitled to sell, at the same price per Share and on the terms and conditions set forth in the Transfer Notice, a portion of the Shares being sold to the Prospective Buyer, in the same proportion as such Tag Along Seller’s ownership of Shares bears to the aggregate number of Shares owned by all of the Tag Along Sellers.  If the Participating Sellers do not elect to sell the full number of Shares which they are entitled to sell pursuant to this Section 4.2.2, the Prospective Selling Investor shall be entitled to sell to the Prospective Buyer, according to the terms and conditions of the Transfer Notice, that number of its own Shares which equals the difference between the number of Shares desired to be purchased by the Prospective Buyer and the number of Shares the Participating Sellers sell pursuant to this Section 4.2.2.

4.2.3Irrevocable Offer.  Subject to Section 4.2.4, the offer of each Investor pursuant to Section 4.2.2 to sell Shares under this Section 4.2 on the terms and conditions set forth in the Tag Along Notice shall be irrevocable, and such Participating Seller shall be bound and obligated to Transfer in the proposed Transfer, on the terms and conditions set forth in the Tag Along Notice, such number of Shares as was specified in such Participating Seller’s Tag Along Offer pursuant to Section 4.2.2.

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4.2.4Additional Compliance.  If, prior to consummation, the terms of the proposed Transfer shall change with the result that the per Share price to be paid in such proposed Transfer shall be lower than the offer price set forth in the Tag Along Notice, the number of Shares to be purchased by the Prospective Buyer shall be different than the number of Offered Shares specified in the Tag Along Notice or the other terms or conditions of such proposed Transfer shall be different than those set forth in the Tag Along Notice (other than (i) an increase in the number of Offered Shares to include all of the Shares the Participating Sellers wish to sell or (ii) a change in the form of consideration where the per Share price to be paid is with Marketable Securities with a value equal to or greater than the offer price), then, in any such case, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of Section 4.1 and this Section 4.2 separately complied with, in order to consummate such proposed Transfer pursuant to this Section 4.  In addition, if the Prospective Selling Investor has not completed the proposed Transfer upon the terms set forth in the Tag Along Notice by the end of the 90th day after the date of delivery of the Tag Along Notice to the Company and each of the other Investors, each Participating Seller shall be released from such Participating Seller’s obligations under Section 4.2, the Transfer Notice shall be null and void, and it shall be necessary for a separate Transfer Notice to be furnished, and the terms and provisions of Section 4.1 and this Section 4.2 separately complied with, in order to consummate such proposed Transfer pursuant to Section 4.1 and this Section 4.2.

4.3Sale Event Drag Along.  Subject to compliance with Section 6.1(a), 6.2(a) or 6.2(b), as applicable, if one or more Significant Investors (such Significant Investors, the “Dragging Investors”) propose to Transfer any Shares (or to cause the Transfer of all or substantially all of the assets of the Company) to a Prospective Buyer that is not an Affiliate of any such Dragging Investor in a transaction, including a merger, or a series of related transactions that, after giving effect to the provisions of this Section 4.3, would constitute a Change of Control, then subject to compliance with Section 4.1, the provisions of this Section 4.3 will apply to such Transfer and each Investor agrees to Transfer to such Prospective Buyer in connection with such transaction or transactions, as the case may be, a percentage of the Shares owned by such Investor that is equal to the percentage of the aggregate number of Shares then owned by all of the Dragging Investors that are proposed to be Transferred to such Prospective Buyer (the “Drag Along Sale Percentage”).  For the avoidance of doubt, none of the Murray Investors, including Mr. Murray, nor any of the Trillium Investors, including Trillium, shall be considered an Investor for purposes of this Section 4.3 nor shall be bound by the terms of this Section 4.3.

4.3.1Exercise.  The Dragging Investors shall furnish a written notice (the “Drag Along Sale Notice”) to the Company at least ten (10) business days prior to the consummation of such proposed Transfer, and the Company shall promptly furnish any such Drag Along Sale Notice to each Investor other than the Dragging Investors.  The Drag Along Sale Notice shall set forth the principal terms and conditions of the

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proposed Transfer insofar is it relates to the Shares, including (a) the number of Shares to be acquired from the Dragging Investor, (b) the Drag Along Sale Percentage, (c) the per Share consideration to be received in the proposed Transfer, including the form of consideration (if other than cash), (d) the name and address of the Prospective Buyer and (e) if known, the proposed closing date.  If the Dragging Investor consummates the proposed Transfer to which reference is made in the Drag Along Sale Notice, each other Investor (each, a “Participating Seller,” and together with the Dragging Investors, the “Drag Along Sellers”) shall be bound and obligated to Transfer the Drag Along Sale Percentage of such Investor’s Shares in the proposed Transfer on the same terms and conditions as the Dragging Investor with respect to each Share Transferred (subject to the limitations set forth in the proviso to the first sentence of Section 4.4.2).  If, at the end of the 270th day after the date of delivery of the Drag Along Sale Notice, the Dragging Investor has not completed the proposed Transfer, the Drag Along Sale Notice shall be null and void, each Participating Seller shall be released from its obligation under the Drag Along Sale Notice and it shall be necessary for a separate Drag Along Sale Notice to be furnished and the terms and provisions of this Section 4.3 separately complied with, in order to consummate such proposed Transfer pursuant to this Section 4.3.

4.3.2Waiver of Appraisal Rights.  Each Investor agrees not to demand or exercise, and to the fullest extent permitted by applicable law hereby waives, appraisal rights under Section 262 of the DGCL or otherwise with respect to any transaction subject to this Section 4.3, whether or not such appraisal rights are otherwise available.

4.3.3Drag Along Sale Transactions.  If a vote of holders of shares of capital stock of the Company (or any class or series of shares of capital stock of the Company) is required under any applicable law or rule or regulation of any national securities exchange or market or national securities association applicable to the Company, in each case in connection with a transaction being implemented pursuant to this Section 4.3 or is determined to be otherwise desirable by the Dragging Investors, each other Investor agrees to cast all votes to which such Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as such Dragging Investors may instruct by written notice, to approve any sale, merger, consolidation, reorganization or any other transaction involving the Company or any of its Subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by such Dragging Investors of its rights under this Section 4.3 and in all cases consistent with the provisions thereof.  The Company shall take all actions reasonably requested by the Dragging Investors in connection with a transaction contemplated by this Section 4.3.

4.4Miscellaneous Sale Provisions.  Notwithstanding anything to the contrary herein, the provisions of Section 4.4 shall apply to any Transfer to which Section 4.1, 4.2 or 4.3 applies.

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4.4.1Certain Legal Requirements.  If the consideration to be paid for Shares in a Transfer pursuant to Section 4.3 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification would not otherwise be required for the Transfer by the Prospective Selling Investor or (b) the provision to any Drag Along Seller of any specified information regarding the Company or any of its Subsidiaries, such securities or the issuer thereof, in each case that is not otherwise required to be provided for the Transfer by the Prospective Selling Investor, then such Participating Seller shall not have the right to Transfer Shares in such Transfer.  In such event, the Prospective Selling Investor will have the right, but not the obligation, to cause to be paid to such Participating Seller in lieu of such securities, against surrender of the Shares (in accordance with Section 4.4.5 hereof) that would have otherwise been Transferred by such Participating Seller to the Prospective Buyer in the Transfer, an amount in cash equal to the fair market value of such Shares as of the date such securities would have been delivered in exchange for such Shares, as determined in good faith by the Board, and thereupon such Drag Along Seller shall be obligated to Transfer Shares in such Transfer in accordance with Section 4.3.

4.4.2Further Assurances.  The Company and each Participating Seller whether in such Participating Seller’s capacity as a stockholder, director or officer of the Company or otherwise, shall use its reasonable best efforts to take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate each Transfer pursuant to Section 4.1, 4.2 or 4.3 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Prospective Selling Investor and the Prospective Buyer; provided, however, that Participating Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer in connection with such Transfer solely to the extent provided in the immediately following sentence.  Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Investor to which such Prospective Selling Investor will also be party, including agreements to (a)(i) make individual representations, warranties, covenants and other agreements, in each case as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (ii) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent as the Prospective Selling Investor is liable for the comparable representations, warranties, covenants and agreements made by it or on its behalf (with any limit on liability applied based on the relative value of their respective Shares), and (b) be liable (whether by purchase price adjustment, indemnity payments or otherwise, including pro rata participation in any escrow or holdback applicable to the sellers) in respect of

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representations, warranties, covenants and agreements in respect of the Company and its Subsidiaries in connection with such Transfer; provided, however, that the aggregate amount of liability described in this clause (b) shall not exceed the lesser of (x) such Participating Seller’s pro rata share of any such liability, to be determined in accordance with such Participating Seller’s portion of the aggregate proceeds to all Participating Sellers and Prospective Selling Investors in connection with such Transfer and (y) the proceeds to such Participating Seller in connection with such Transfer.  In connection with any governmental or regulatory approval required for any Transfer pursuant to Section 4.1, 4.2 or 4.3, including any such required approval of the DOJ or FTC, the Company shall file such applications and other materials as are necessary or desirable to file in order to obtain such governmental or regulatory approval, and each Investor shall cooperate with the Company and promptly provide it with any and all information, certifications and other materials necessary or otherwise reasonably requested by the Company to complete the filing of such applications and materials and to obtain such governmental or regulatory approval.  Without limitation to the foregoing sentence, the Company shall use its reasonable best efforts to obtain such governmental or regulatory approval as promptly as practicable, including (a) diligently prosecuting any such applications and other filings and, when applicable, opposing any petitions to deny, or any other objections filed with respect to, any such applications or other filings, and (b) promptly taking all other actions reasonably requested by the Prospective Selling Investor as necessary or desirable to facilitate obtaining such governmental or regulatory approval.

4.4.3Sale Process.  The Prospective Selling Investor shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Transfer and the terms and conditions thereof, except as provided in Section 4.1.  No Investor or Affiliate of any Investor will have any liability to any other Investor or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Transfer, except to the extent contemplated herein or arising from a failure to comply with the provisions of this Section 4.

4.4.4Treatment of Convertible Securities.  If any Participating Seller Transfers Convertible Securities in any Transfer pursuant to Section 4.2 or 4.3, such Participating Seller shall receive, in exchange for each such Convertible Security that it Transfers, consideration equal to the amount (if greater than zero) determined by multiplying (a) the purchase price per Share received by the Prospective Selling Investors in such Transfer less the exercise price, if any, per Share of such Convertible Security times (b) the number of Shares that would be issued upon exercise, conversion or exchange of such Convertible Security (in all cases to the extent vested and exercisable or convertible or exchangeable at the time of such Transfer), subject to reduction for any taxes required to be withheld in respect of such Transfer under applicable law.

4.4.5Closing.  Subject to the provisions of Section 4.1.4 (in the case of a Transfer to which Section 4.1 applies), Section 4.2.2 (in the case of a Transfer to which

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Section 4.2 applies), Section 4.3.1 (in the case of a Transfer to which Section 4.3 applies), in each case that relate to the timing of the completion of a proposed Transfer to which such Section applies, the closing of a Transfer to which Section 4.1, 4.2 or 4.3 applies shall take place (a) (i) on the proposed closing date, if any, specified in the Transfer Notice or Drag Along Sale Notice, as applicable; provided that the consummation of any such Transfer may be extended beyond such date at the election of the Prospective Selling Investor, in the case of a Transfer to which Section 4.1 or Section 4.2 applies, or the Dragging Investors, in the case of a Transfer to which Section 4.3 applies, in each case to the extent necessary to obtain any applicable governmental or regulatory approval or other required approval or to satisfy other conditions, or (ii) if no proposed closing date was required to be specified in the applicable notice, at such time as the Prospective Selling Investor shall specify by notice to each Participating Seller and (b) at such place as the Prospective Selling Investor shall specify by notice to each Participating Seller.  At the closing of such Transfer, each Participating Seller shall deliver, against delivery of the applicable consideration therefor, (x) the certificates evidencing the Shares to be Transferred by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for Transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed and (y) any comparable transfer materials for any Convertible Securities to be Transferred.

5.RIGHT OF PARTICIPATION.

Subject to Section 5.3, the Company shall not, and shall not permit any of its Subsidiaries to, issue or sell any shares of any of its capital stock or issue or sell any securities convertible into or exchangeable for any shares of its capital stock, issue or grant any options or warrants for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any of its shares of capital stock or securities convertible into or exchangeable for any shares of its capital stock (each an “Issuance” of “Subject Securities”), except in compliance with (i) the provisions of Section 5.1 or Section 5.2 and (ii) the applicable provisions of Section 6.2.

5.1Right of Participation.

5.1.1Offer.  Not fewer than ten (10) business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any of its Subsidiaries proposing to issue such Subject Securities (the “Issuer”) to each Investor.  The Participation Notice shall include:

(a)the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) such Investor’s Participation Percentage, (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) if known to the Issuer, the name

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of each Person to which the Subject Securities would be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date; and

(b)an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities Act, to such Investor such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor (not to exceed such Investor’s Participation Percentage of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the Investors, as each of the Prospective Subscribers shall be issued units of Subject Securities.

5.1.2Exercise.

(a)General.  Each Investor desiring to accept the offer contained in the Participation Notice shall accept such offer by furnishing a written notice of such acceptance to the Issuer within ten (10) business days after the date of delivery of the Participation Notice (i) specifying the amount of Subject Securities (not in any event to exceed such Investor’s Participation Percentage of the total amount of Subject Securities to be included in the Issuance) which such Investor desires to be issued to it and (ii) providing the Investment Certifications (each Investor accepting such offer and providing the Investment Certifications, a “Participating Buyer”).  Each Investor who does not so accept such offer in compliance with the above requirements, including the applicable time periods, shall be deemed to have waived all rights to participate in such Issuance, and the Issuer shall thereafter be free to issue Subject Securities in such Issuance to the Prospective Subscriber and the Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other principal terms not more favorable to the Prospective Subscriber than those set forth in the Participation Notice, without any further obligation to such non-accepting Investors pursuant to this Section 5.  If, prior to consummation, the terms of such proposed Issuance change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be more favorable to the Prospective Subscriber than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate such Issuance pursuant to this Section 5.1.

(b)Irrevocable Acceptance.  The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided in Section 5.1.2(c), and each such Participating Buyer shall be bound and obligated to acquire in the Issuance on the same terms and conditions as the Prospective Subscriber, with respect to each unit of Subject Securities issued, such amount of Subject Securities as such Participating Buyer has specified in such Participating Buyer’s written notice of acceptance.

(c)Time Limitation.  If, at the end of the 90th day following the date of the delivery of the Participation Notice, the Issuer has not completed the

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Issuance, each Participating Buyer shall be released from all obligations under its written notice of acceptance, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate such Issuance pursuant to this Section 5.1, unless the failure to complete such Issuance involves a failure by any governmental or regulatory authority, including the DOJ or FTC, or by the Company’s stockholders in accordance with the listing standards of the New York Stock Exchange, American Stock Exchange or such other national securities exchange or market on which the Common Stock is then listed, to approve such Issuance, in which case the Issuer will have one hundred eighty (180) days beyond such 90th day in which to obtain any such approval and complete the Issuance before the Participation Notice becomes null and void.

(d)Other Securities.  The Issuer may condition the participation of the Investors in an Issuance upon the purchase by such Investors of any securities (including debt securities) other than Subject Securities (“Other Securities”) if and to the extent that the Prospective Subscribers’ participation in such Issuance is so conditioned.  In such case, each Participating Buyer shall acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the proportion of Other Securities to Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to the Participating Buyers, as the Prospective Subscriber shall be issued units of Subject Securities and Other Securities.

(e)Closing.  Subject to the provisions of Section 5.1.2 that relate to the timing of the completion of a proposed Issuance and subject to obtaining any required stockholder, governmental or regulatory approval therefor, the closing of an Issuance pursuant to Section 5.1 shall take place (a) (i) on the proposed date of Issuance, if any, set forth in the Participation Notice; provided that consummation of any Issuance may be extended beyond such date at the election of a Requisite Majority and the Company to the extent necessary to obtain any applicable stockholder, governmental or regulatory approval or other required approval or to satisfy other conditions, or (ii) if no proposed Transfer date was required to be specified in the Participation Notice, at such time as the Issuer shall specify by notice to each Participating Buyer; provided that, as to any Participating Buyer, such closing shall not be prior to the date that is ten (10) business days after the Issuer furnishes the applicable Participation Notice without the consent of such Participating Buyer, and (b) at such place as the Issuer shall specify by notice to each Participating Buyer.  At the closing of any Issuance under this Section 5.1.2, each Participating Buyer shall be delivered the notes, certificates or other instruments evidencing the Subject Securities (and, if applicable, Other Securities) to be issued to such Participating Buyer, registered in the name of such Participating Buyer or such Participating Buyer’s designated nominee, with any transfer tax stamps affixed, against delivery by such Participating Buyer of the applicable consideration.

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5.1.3Period.  The foregoing provisions of this Section 5.1 shall terminate with respect to all Investors upon the date of a Qualified Public Offering.

5.2Warrant Participation Rights.  Notwithstanding the requirements of Section 5.1, the Company may proceed with any Issuance of Common Stock upon exercise of Public Warrants (a “Warrant Issuance”) without complying with the provisions of Section 5.1; provided that the Company shall:

(a)within fifteen (15) business days after such Warrant Issuance, provide each Significant Investor with written notice of such Warrant Issuance setting forth (i) the number of shares of Common Stock included in such Warrant Issuance (the “Exercise Shares”), (ii) the purchase price for the Common Stock included in such Warrant Issuance (the “Purchase Price”) and (iii) the date of such Warrant Issuance;

(b)offer to issue to each Significant Investor that is an accredited investor within the meaning of Rule 501 under the Securities Act, at a per share purchase price equal to the Purchase Price, up to such number of the shares of Common Stock as is equal to such Significant Investor’s Public Warrant Percentage multiplied by the product of (i) 2.4364 and (ii) the total number of Exercise Shares included in such Warrant Issuance;

(c)keep such offer open for a period of at least fifteen (15) business days, during which period, each Significant Investor may accept such offer by sending a written acceptance to the Company (which acceptance shall include the Investment Certifications) (each Significant Investor accepting such offer and providing the Investment Certifications, a “Participating Warrant Buyer”) committing to purchase a number of shares of Common Stock  (not in any event to exceed the maximum number of shares allocable to such Investor pursuant to Section 5.2(b) above); and

(d)at the closing of any Issuance under this Section 5.2, which, shall not be earlier than twenty (20) business days or later than thirty (30) business days after the acceptance of such offer pursuant to Section 5.2(c) above (provided, that, (i) if such Issuance is subject to any stockholder, governmental or regulatory approval, such period shall be extended until the later of (A) the expiration of five (5) business days after all such governmental or regulatory approvals have been received by the Company, but in no event later than ninety (90) days following the date of acceptance of such offer pursuant to Section 5.2(c), and (B) the expiration of five (5) business days after the date upon which all such stockholder approvals have been received by the Company), deliver the certificates or other instruments evidencing the shares of Common Stock to be issued to the Participating Warrant Buyer that accepts such offer, registered in the name of such Participating Warrant Buyer or such Participating Warrant Buyer’s designated nominee against delivery by such Participating Warrant Buyer of the applicable consideration.  Each Significant Investor agrees to cast all votes to which such Significant Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written

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consent or otherwise, to approve each Issuance under this Section 5.2 that is subject to stockholder approval.

5.3Excluded Transactions.  The provisions of this Section 5 shall not apply to any of the following types of Issuances by the Company or any Subsidiary of the Company:

(a)any Issuance of shares of Common Stock (i) upon the exercise or conversion of any Convertible Securities (A) outstanding as of the Closing Date (other than Issuances of Common Stock upon exercise of Public Warrants not held by an Investor) or (B) issued in compliance with this Section 5 and (ii) pursuant to Section 5;

(b)any Issuance of shares of Common Stock upon the conversion of any shares of Non-Voting Common Stock;

(c)any Issuance of shares of Common Stock pursuant to a Public Offering or any Issuance pursuant to Rule 144A under the Securities Act;

(d)any Issuance of Subject Securities in connection with the Closing or the indemnification obligations of the Company under Article VIII of the Exchange Agreement;

(e)any Issuance of Subject Securities in connection with any stock split or stock dividend or upon any subdivision or combination that is approved by the Board;

(f)any Issuance of Subject Securities representing in the aggregate (on an as-converted basis) less than five percent (5%) of the then outstanding shares of Common Stock of the Company to one or more bona fide lenders that are not Affiliates of an Investor in connection with any present or future borrowing, line of credit, guarantee, leasing or similar financing arrangement approved by the Board;

(g)subject to any required approval of the Requisite Majority under Section 6.2, any Issuance of Subject Securities relating to any acquisition or merger after the Closing Date involving the Company or any of its Subsidiaries that is approved by the Board;

(h)subject to any required approval of the Requisite Majority under Section 6.2, any Issuance of any shares of Common Stock (or Options) to employees, directors or officers of, or consultants to, the Company or any Subsidiary of the Company pursuant to any plan, agreement or arrangement approved by the Board; and

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(i)any Issuance of Subject Securities to the Company or any direct or indirect wholly-owned (for this purpose, disregarding any director qualifying or similar shares) Subsidiary of the Company.

5.4Other Participation Terms.

5.4.1Certain Legal Requirements.  If the participation in any Issuance of Subject Securities by an Investor as a Participating Buyer or Participating Warrant Buyer would require under applicable law (a) the registration or qualification of such securities or (b) the provision to any participant in the Issuance of any information (other than information required to be provided pursuant to Section 5) regarding the Company or any of its Subsidiaries or such securities that is not otherwise required to be provided for the Issuance, such Investor shall not have the right to participate in the Issuance.  Without limiting the generality of the foregoing, it is understood and agreed that neither the Company nor the Issuer shall be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes.

5.4.2Further Assurances.  The Company and each Participating Buyer and Participating Warrant Buyer, whether in such Participating Buyer’s capacity as a stockholder, officer or director of the Company or otherwise, shall use its reasonable best efforts to take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable to expeditiously consummate each Issuance pursuant to this Section 5 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Issuer and the Prospective Buyer or the Participating Warrant Buyer, as the case may be.  Without limiting the generality of the foregoing, each such Participating Buyer and Participating Warrant Buyer agrees to execute and deliver such subscription and other agreements specified by the Issuer to which the Prospective Buyer or Participating Warrant Buyer, as the case may be, will be party.  In connection with any governmental or regulatory approval required for any Issuance, including any such required approval of the DOJ or FTC, the Company shall file such applications and other materials as are necessary or desirable to file in order to obtain such governmental or regulatory approval, and each Investor shall cooperate with the Company and promptly provide it with any and all information, certifications and other materials necessary or otherwise reasonably requested by the Company to complete the filing of such applications and materials and to obtain such governmental or regulatory approval.  Without limitation to the foregoing sentence, the Company shall use its reasonable best efforts to obtain such governmental or regulatory approval as promptly as practicable, including (a) diligently prosecuting any such applications and other filings and, when applicable, opposing any petitions to deny, or any other objections filed with respect to, any such applications or other filings, and (b) promptly taking all other actions reasonably requested by a Requisite Majority as necessary or desirable to facilitate obtaining such governmental or regulatory approval.

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5.4.3Expenses.  All costs and expenses incurred by the Issuer in connection with any proposed Issuance of Subject Securities pursuant to this Section 5 (whether or not consummated), including all attorney’s fees and expenses, all accounting fees and expenses and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company or the Issuer.  All costs or expenses incurred by or on behalf of any Investor in connection with any such proposed Issuance (whether or not consummated) shall be borne by such Investor.

6.APPROVAL RIGHTS.

6.1Unanimous Stockholder Approval Rights.  Other than as expressly contemplated by the Exchange Agreement or this Agreement, without the prior written consent of the Unanimous Significant Investors, the Company shall not:

(a)up to and including the fourth anniversary of the date of the Exchange Agreement, consummate, or permit any Subsidiary of the Company to consummate, a Change of Control where the consideration to be paid in respect of each outstanding share of Common Stock in such transaction is less than $12.00 per Equivalent Share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting shares of Common Stock);

(b)incur, and shall not permit any of its Subsidiaries to incur, any indebtedness for borrowed money in an aggregate principal amount (excluding obligations with respect to capital leases) on a consolidated basis that would exceed four and one-half (4.5) times the Adjusted EBITDA for the immediately preceding twelve-month period;

(c)sell or otherwise dispose of (by sale of assets or stock, merger or otherwise) any of its properties or assets, or permit any of its Subsidiaries to sell or otherwise dispose of (by sale of assets or stock, merger or otherwise) any of its properties or assets, for a sale price in excess of $50 million in a single transaction or a series of related transactions;

(d)enter into, or permit any of its Subsidiaries to enter into, any transaction with an Affiliate of the Company, other than on an arm’s length basis;

(e)amend, alter or repeal any provision of the Certificate of Incorporation or By-laws of the Company;

(f)change the domicile of the Company from the United States of America;

(g)make any material change in the accounting policies of the Company (to the extent such change would require the approval of the Board);

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(h)repurchase or redeem (or permit any Subsidiary of the Company to purchase) any shares of capital stock (or securities convertible into, or exchangeable or exercisable for capital stock) held by an Investor, other than in connection with a repurchase or redemption of shares held by all of the Investors on a pro rata basis according to the number of Shares owned by each Investor;

(i)amend or modify the terms of the Tranche A Loan, Tranche C Loan or Tranche D Loan; or

(j)enter into an agreement, or permit any Subsidiary of the Company to enter into an agreement, to do any of the foregoing.

6.2Other Stockholder Approval Rights.  Other than as expressly contemplated by the Exchange Agreement or this Agreement, without the prior written consent of a Requisite Majority, the Company shall not:

(a)up to and including the fourth anniversary of the date of the Exchange Agreement, consummate, or permit any Subsidiary to consummate, a Change of Control where the consideration to be paid in respect of each outstanding share of Common Stock in such transaction is greater than or equal to $12.00 per Equivalent Share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting shares of Common Stock);

(b)following the fourth anniversary of the date of the Exchange Agreement, consummate a Change of Control;

(c)make any investment or enter into, and shall not permit any of its Subsidiaries to make any investment or enter into, any joint venture, strategic alliance or similar transaction, providing for payments (whether in cash, property or securities) by the Company and its Subsidiaries of more than $50 million in the aggregate in or to any such investment, joint venture, strategic alliance or transaction;

(d)issue, repurchase or redeem, or permit its Subsidiaries to issue, repurchase or redeem, any shares of capital stock (or securities convertible into, or exchangeable or exercisable for capital stock), other than (i) issuances pursuant to the Company’s 2008 Stock Incentive Plan, as amended as of the Closing, (ii) issuances upon exercise of the Public Warrants or (iii) issuances pursuant to Section 5, or (iv) repurchases from former employees, officers, directors, consultants or other persons who performed services for the Company or any Subsidiary in connection with the cessation of such employment or service;

(e)declare or pay any dividend or make any distribution on any shares of capital stock of the Company (other than dividends on Common Stock payable solely in Common Stock);

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(f)guarantee, assume, incur or refinance, or permit any of its Subsidiaries to guarantee, assume, incur or refinance, any indebtedness for borrowed money (excluding obligations with respect to capital leases in an aggregate annual amount less than $25 million), other than outstanding indebtedness incurred from time to time pursuant to credit agreements of the Company or any of its Subsidiaries in effect upon the Closing, provided that the consent of a Requisite Majority shall be required for any amendment, modification or extension of such credit agreements;

(g)enter into, amend, modify or terminate any agreement with the Chairman and/or Chief Executive Officer of the Company;

(h)enter into any settlement agreement relating to a legal proceeding (including an investigation) or series of related proceedings, providing for a payment by the Company and its Subsidiaries of more than $15 million;

(i)establish, adopt, enter into, amend or modify or terminate any employee or director stock incentive plan for the Company and its Subsidiaries;

(j)enter into, or permit any of its Subsidiaries to enter into, any transaction or series of related transactions with an Affiliate of the Company providing for payments by the Company and its Subsidiaries in excess of $1 million; or

(k)enter into an agreement, or permit any Subsidiary of the Company to enter into an agreement, to do any of the foregoing.

6.3Board Approval Requirements.  Without the prior approval of the Board, including (i) one Ares Director designated to the Board by the Ares Significant Investor pursuant to Section 2.1.2(a), if any, and (ii) one director designated to the Board by the PEP Significant Investor and the Ayala Significant Investor pursuant to Section 2.1.2(b), if any, the Company shall not:

(a)commence any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or reorganization of the Company; or

(b)approve a budget for any fiscal year of the Company or a material deviation from an approved budget for any fiscal year of the Company.

7.ADDITIONAL AGREEMENTS.

7.1Inspection.  The Company shall permit any authorized representative of each Significant Investor that, together with its Affiliates, owns Shares representing at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock to visit and inspect the properties of the Company, including its corporate and financial records, and to discuss its business and finances with officers of the Company, during normal business hours following reasonable notice and as often as may be reasonably requested.

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7.2Financial Statements and Other Information.

7.2.1At any time in which the Company is not required to file annual, quarterly and periodic reports with the Commission pursuant to Sections 13 or 15(d) of the Exchange Act, the Company shall deliver to each Significant Investor that, together with its Affiliates, owns Shares representing at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock:

(a)as soon as available after the end of each fiscal year of the Company, and in any event within ninety (90) days after the end of each fiscal year of the Company (unless the Company has reasonably requested an extension not exceeding thirty (30) days), an audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such year and audited consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, certified by certified public accountants of established national reputation selected by the Company, and prepared in accordance with U.S. generally accepted accounting principles consistently applied; and

(b)as soon as available after the end of each fiscal quarter of the Company (other than the fourth quarter), and in any event within forty-five (45) days after the end of each fiscal quarter of the Company (other than the fourth quarter) (unless the Company has reasonably requested an extension not exceeding thirty (30) days), an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and unaudited consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the current fiscal year to the end of such fiscal quarter, prepared in accordance with U.S. generally accepted accounting principles (subject to normal year-end audit adjustments and the absence of notes thereto).

7.2.2Until the date of a Qualified Public Offering, the Company shall deliver to each Significant Investor that, together with its Affiliates, owns Shares representing at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock:

(a)as soon as available after the end of each calendar month and in any event within twenty (20) days thereafter, a summary of the Company’s financial performance not to exceed one page in length in a form to be mutually agreed upon by the Company and the Significant Investors promptly following execution of this Agreement;

(b)as soon as available prior to or after the end of each fiscal year and in any event  within three (3) days following approval by the Board, the approved budget and annual business plan of the Company and its Subsidiaries for the subsequent fiscal year;

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(c)such other notices, information and data with respect to the Company as the Company delivers to the holders of its capital stock at the same time it delivers such items to such holders; and

(d)any information necessary to assist such Significant Investor in preparing its tax filings with respect to the Company and each of its Subsidiaries as from time to time may be reasonably requested by such Significant Investor.

7.3Directors’ and Officers’ Insurance; Indemnification Agreement.

7.3.1The Company shall, if not already in place, purchase, within a reasonable period following the Closing Date, and maintain for such periods as the Board shall in good faith determine, at its expense, insurance in an amount determined in good faith by the Board to be appropriate, on behalf of any person who after the Closing Date is or was a director or officer of the Company or any Subsidiary, or is or was serving at the request of the Company or any Subsidiary as a director, officer, employee or agent of another limited company, corporation, partnership, joint venture, trust or other enterprise, including any Subsidiary of the Company, against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, subject to customary exclusions.  The provisions of this Section 7.3.1 shall survive any termination of this Agreement.

7.3.2The Company shall enter into an indemnification agreement with each Significant Investor Director consistent with the form of indemnification agreement filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on August 12, 2008 or in such other form as shall be acceptable to such Significant Investor Director.

7.4Other Business Opportunities.  In recognition that certain of the Significant Investors currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which such Significant Investor may serve as an advisor, a director or in some other capacity, and in recognition that such Significant Investor may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and such Significant Investor (or one or more affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront any Significant Investor who desires and endeavors fully to satisfy such Significant Investor’s duties, in determining the full scope of such duties in any particular situation, the provisions of this Section 7.4 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve such Significant Investor.

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7.4.1Such Significant Investor and Significant Investor Director shall have the right:

(a)to directly or indirectly engage in or invest in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its Subsidiaries); provided, that no person serving as a Significant Investor Director shall also serve as a director or in a similar capacity for such other business,

(b)to directly or indirectly do business with any client or customer of the Company and its Subsidiaries,

(c)to take any other action that such Significant Investor believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 7.4, and

(d)not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself or himself, as the case may be, and to direct any such opportunity to another Person..

7.4.2Such Significant Investor and its Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Affiliates or to refrain from any actions specified in Section 7.4.1, and the Company, on its own behalf and on behalf of its Affiliates, hereby renounces and waives any right to require such Significant Investor or its Affiliates to act in a manner inconsistent with the provisions of this Section 7.4.

7.4.3Such Significant Investor and its Affiliates shall not be liable to the Company or any of its Affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 7.4 or such Significant Investor’s or its Affiliates’ participation therein.

7.5Confidentiality.

7.5.1Each Investor agrees that it shall (and shall cause its officers, directors, employees and Affiliates that are provided with Confidential Information and the officers, directors and employees of its Affiliates that are provided with Confidential Information, and shall use commercially reasonable efforts to cause its partners, legal counsel, agents and representatives that are provided with Confidential Information and the partners, legal counsel, agents and representatives of its Affiliates that are provided with Confidential Information (collectively, the “Confidentiality Affiliates”), to) (i) hold confidential and not disclose (other than by an Investor to its Confidentiality Affiliates in connection with a permitted purpose hereunder), without the prior written consent of the Company, all confidential or proprietary written, recorded or oral information or data (including research, developmental, engineering, manufacturing, technical, marketing,

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sales, financial, operating, performance, cost, business and process information or data, know how and computer programming and other software techniques) provided or developed by the Company and any of its Subsidiaries, another Investor or its Confidentiality Affiliates in connection herewith (including all information provided by the Company pursuant to Section 7.2.2), whether such confidentiality or proprietary status is indicated orally or in writing or in a context in which the Company and any of its Subsidiaries or the disclosing Investor or any of their Confidentiality Affiliates reasonably communicated, or the receiving Investor or its Confidentiality Affiliates should reasonably have understood, that the information should be treated as confidential, whether or not the specific words “confidential” or “proprietary” are used (“Confidential Information”) and (ii) use such Confidential Information only for the purposes of performing its obligations hereunder or under any other agreement with the Company to which it is a party, carrying on the business of the Company and monitoring its investment in the Company.  Notwithstanding the foregoing, each Significant Investor may disclose any such Confidential Information on a confidential basis (a) to current and prospective lenders in connection with a loan or prospective loan to such Significant Investor, to any other Investor and to prospective purchasers of Shares from a Significant Investor, as well as to their legal counsel, auditors, agents and representatives, (b) to partners, members or prospective partners or members of, or investors in, an Investor or its Confidentiality Affiliates or (c) as a Dragging Investor in connection with the exercise of its rights under Section 4.3.

7.5.2The obligations contained in Section 7.5.1 shall not apply, or shall cease to apply, to Confidential Information if or when, and to the extent that, such Confidential Information (i) was, or becomes through no breach of the receiving Investor’s obligations hereunder, known to the public, (ii) becomes known to the receiving Investor or its Confidentiality Affiliates from other sources under circumstances not involving any breach of any confidentiality obligation by such source, (iii) is independently developed by the receiving Investor or its Confidentiality Affiliates, or (iv) is required to be disclosed by law, governmental regulation or applicable legal process (including any laws, rules or regulations applicable to Ayala Corporation in its capacity as a public company in the Philippines).

7.6Reimbursement; No Obligation to Pay Fees.  The Company shall pay or cause to be paid directly, or reimburse each Significant Investor Director for such Significant Investor Director’s reasonable out-of-pocket expenses incurred in connection with the performance of such Significant Investor Director’s responsibilities set forth herein.  Without prior written consent of the Chief Executive Officer of the Company and the Board with Requisite Board Approval, the Company shall not be obligated to pay any fees (including director fees or similar compensation paid by portfolio companies to private equity firms) or similar remuneration to the Significant Investors or the Significant Investor Directors, or any of their respective Affiliates.

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8.REMEDIES.

Each party to this Agreement has all remedies available at law, in equity or otherwise against any other party in the event of any breach or violation of this Agreement or any default hereunder by such other party.  The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies that may be available against the breaching party, each of the parties hereto shall be entitled to specific performance of the obligations of the breaching party and, in addition, to such other equitable remedies against the breaching party (including preliminary or temporary relief) as may be appropriate in the circumstances.

9.LEGENDS.

9.1Restrictive Legend.  Each certificate representing Shares shall have a legend in substantially the following form endorsed conspicuously thereupon:

The voting of the shares of stock evidenced by this certificate and the sale, encumbrance, transfer or other disposition thereof are subject to the provisions of the Corporation’s Certificate of Incorporation, By-laws and a Stockholders Agreement to which the Corporation and certain of its stockholders are party, a copy of which may be inspected at the principal office of the Corporation or obtained from the Corporation without charge.

In the event of a Transfer of Shares permitted by this Agreement in which the transferee thereof is not required pursuant to this Agreement to become bound by, or become a party to, this Agreement with respect to such Shares, such transferee will have the right to have the foregoing legend removed at the Company’s expense from any certificates representing such Shares (insofar as such legend references the provisions of this Agreement) by the delivery of substitute certificates to evidence such Shares that do not reference this Agreement.

9.21933 Act Legend.  Each certificate representing Shares shall also have a legend in substantially the following form endorsed conspicuously thereupon:

The securities evidenced by this certificate were issued without registration under the Securities Act of 1933, as amended (the “Act”), and may not be sold, assigned, pledged or otherwise transferred in the absence of an effective registration statement under the Act covering the transfer thereof or an opinion of counsel, satisfactory to Stream Global Services, Inc. (the “Corporation”), that registration under the Act is not required.

9.3Stop Transfer Instruction.  The Company will instruct any transfer agent not to register the Transfer of any Shares unless the conditions specified in the foregoing legends and this Agreement are satisfied.

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9.4Termination of 1933 Act Legend.  The requirement imposed by Section 9.2 shall cease and terminate as to any particular Shares (i) when, in the opinion of counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (ii) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144.  Wherever such requirement shall cease and terminate as to any Shares, then the holder thereof shall be entitled to receive from the Company, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2.

9.5Book-Entry Shares.  The provisions of this Section 9 and the share legends required hereunder shall apply to Shares that are represented by book entry (as opposed to certificates) to the same extent as if such Shares were represented by certificates.

10.AMENDMENT, TERMINATION, ETC.

10.1Oral Amendments.  This Agreement may not be orally amended, modified, extended or terminated, nor shall any purported oral waiver of any of its terms be effective.

10.2Written Amendments.  This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, but only by an agreement in writing signed by the Company and either (i) the Requisite Majority or (ii) if none of the Significant Investors, together with its Affiliates, own Shares representing at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock, the Investors owning a majority of the Shares then owned by the Investors; provided that:

(a)the consent of each of the Significant Investors also shall be required if the amendment, modification, extension or termination (i) relates to this Section 10.2 or (ii) does not apply to all of the Significant Investors in the same fashion;

(b)the consent of a Significant Investor also shall be required so long as such Significant Investor, together with its Affiliates, owns more than five percent (5%) of the then outstanding shares of Common Stock;

(c)the consent of each of Mr. Murray and Trillium also shall be required for any amendment, modification, extension or termination of Section 2.1.2(f) (for so long as Mr. Murray is the Chief Executive Officer of the Company), Section 3 (for so long as any of the Murray Investors or Trillium Investors is bound by Section 3), Sections 4.1, 4.2 or 4.4 (for so long as any of the Murray Investors or Trillium Investors is bound by Sections 4.1 or 4.2), Section 7.6 (for so long as Mr. Murray is the Chief Executive Officer of the Company), Section 10.2 (for so long as Mr. Murray is the Chief Executive Officer of the Company or any of the Murray Investors or Trillium Investors is bound by any provision of this Agreement), Section 10.3 (for so long as Mr. Murray is the Chief Executive Officer or any of the Murray Investors or Trillium Investors is bound by any provision of this Agreement), or any of the defined terms used

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in Sections 2.1.2(f), 3, 4.1, 4.2, 4.4, 7.6, 10.2 or 10.3 (for so long as Mr. Murray is the Chief Executive Officer of the Company or any of the Murray Investors or Trillium Investors is bound by any provision of this Agreement); and

(d)the consent of any Investor also shall be required if such amendment, modification, extension or termination would adversely and disproportionately affect the rights and/or obligations of such Investor.

10.3Termination.  This Agreement shall terminate on the earlier of (i) the first date on which the Significant Investors, together with their respective Affiliates, collectively own Shares representing less than ten percent (10%) of the then outstanding shares of Common Stock and (ii) the consummation of a Sale of the Company.

10.4Effect of Termination.  No termination (in whole or in part) of this Agreement shall relieve any Person of liability for any breach by it prior to such termination.

11.DEFINITIONS, ETC.

11.1Certain Matters of Construction.  In this Agreement, unless specified otherwise:

(a)references to Sections, Exhibits or Schedules are to Sections of, or Exhibits or Schedules to, this Agreement;

(b)all Exhibits and Schedules to this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein, and any capitalized terms used but not otherwise defined in any such Exhibit or Schedule shall have the meanings given to those terms in this Agreement;

(c)the captions and headings in this Agreement are provided for convenience and do not affect its meaning;

(d)the words “hereof”, “herein”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement will be deemed to include all subsections thereof;

(e)the word “including” means “including, without limitation”;

(f)definitions are equally applicable to both nouns and verbs and the singular and plural forms of the terms defined;

(g)the masculine, feminine and neuter genders each include the others;

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(h)any reference to an agreement or organizational document, such as a certificate of incorporation, means that agreement or organizational document as amended or supplemented from time to time, subject to any restrictions on amendment contained in such agreement or organizational document, and any reference to a statute, rule or regulation means that statute, rule or regulation as amended or supplemented from time to time and any corresponding provisions of any successor statute, rule or regulation;

(i)if any date specified in this Agreement as a date for taking action falls on a day that is not a business day, then that action may be taken on the next business day; and

(j)the word “party” refers only to a party to this Agreement.

11.2Definitions.  The following terms have the following meanings:

“Acceptance Period” has the meaning set forth in Section 4.1.4.

“Adjusted EBITDA” has the meaning set forth in the Company’s then existing credit agreement, or, alternatively if no such credit agreement exists or such term is not defined in the then existing credit agreement, the Company’s consolidated earnings before interest, taxes, depreciation and amortization, as adjusted for (i) the pro forma impact of acquisitions and divestitures, (ii) non-recurring gains and charges, such as transaction-related costs, gains on the sales of assets, asset impairments and restructuring charges, (iii) non-cash income, gains, expenses or charges that do not relate to expected cash inflows or outflows in future periods, (iv) non-cash foreign currency gains and losses, (v) stock compensation charges and (vi) other similar items.

“Adverse Claim” has the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

“Affiliate” means, with respect to any specified Person, (a) any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person, or (b) if such specified Person is a natural person, any Member of the Immediate Family of such specified Person.  For the purposes of this Agreement, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.  For purposes of this Agreement, no Investor shall be deemed an Affiliate of any other Investor by virtue of its ownership interest in the Company.

“Agreement” has the meaning set forth in the Preamble.

“Ares” has the meaning set forth in the Preamble.

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“Ares Director” has the meaning set forth in Section 2.1.2.

“Ares Investors” has the meaning set forth in the Preamble.

“Ares Significant Investor” means initially Ares, and thereafter, any single transferee of at least one-half of the Shares owned by Ares and its Affiliates upon the Closing that is designated in writing to the Company and each other Significant Investor as the “Ares Significant Investor” by the transferor prior to the Transfer of at least one-half of the Shares owned by Ares and its Affiliates upon the Closing; provided, that if a transferee is so designated the “Ares Significant Investor”, then the transferor shall no longer be the “Ares Significant Investor.”  In no event shall there be more than one Ares Significant Investor at any time.

“Ayala” has the meaning set forth in the Preamble.

“Ayala Director” has the meaning set forth in Section 2.1.2.

“Ayala Investors” has the meaning set forth in the Preamble.

“Ayala Significant Investor” means initially Ayala, and thereafter, any single transferee of at least one-half of the Shares owned by Ayala and its Affiliates upon the Closing that is designated in writing to the Company and each other Significant Investor as the “Ayala Significant Investor” by the transferor prior to the Transfer of at least one-half of the Shares owned by Ayala and its Affiliates upon the Closing; provided, that if a transferee is so designated the “Ayala Significant Investor”, then the transferor shall no longer be the “Ayala Significant Investor.”  In no event shall there be more than one Ayala Significant Investor at any time.

“Board” has the meaning set forth in Section 2.1.1.

“business day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Change of Control” means: (a) any transaction or series of related transactions, whether or not the Company is a party thereto, in which, after giving effect to such transaction or transactions, the Investors as of immediately prior to such transaction cease to own equity securities representing a majority of the voting or economic power of the Company or other surviving entity immediately following such transaction or (b) a sale, lease or other disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including securities of the Subsidiaries of the Company), other than to (i) a wholly-owned Subsidiary of the Company or (ii) any other Person of which the Investors as of immediately prior to such transaction own a majority of the voting and economic power.

“Closing” has the meaning set forth in the Recitals.

“Closing Date” means the date on which the Closing occurs.

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“Commission” means the U.S. Securities and Exchange Commission or any successor entity.

“Common Stock” means the common stock, $0.001 par value per share, of the Company.  If there shall occur any capital reorganization or reclassification or any consolidation or merger of the Company with or into another corporation, whether or not the Company is the surviving corporation, then, as part of any such reorganization, reclassification, consolidation or merger, as the case may be, Common Stock shall mean the stock or other securities equivalent thereto following such occurrence and references to Common Stock herein shall be deemed thereafter to refer to such stock or other securities.

“Company” has the meaning set forth in the Preamble.

“Company Competitor” means any Person listed on Schedule 11.2 attached hereto, as such schedule may amended from time to time with (a) the consent of the Board with Requisite Board Approval and (b) the prior written consent of Mr. Murray (for so long as any of the Murray Investors or Trillium Investors are subject to Section 3.3).

“Company Exercise Notice” has the meaning set forth in Section 4.1.2.

“Confidential Information” has the meaning set forth in Section 7.5.1.

“Confidentiality Affiliates” has the meaning set forth in Section 7.5.1.

“Convertible Securities” means any evidence of indebtedness, shares of stock (other than Common Stock), options, warrants or other securities, including Options and Warrants, that are directly or indirectly convertible into, or exchangeable or exercisable for, shares of Common Stock.

“Designating Party” has the meaning set forth in Section 2.1.3.

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“DOJ” means the U.S. Department of Justice or any successor entity.

“Drag Along Sale Notice” has the meaning set forth in Section 4.3.1.

“Drag Along Sale Percentage” has the meaning set forth in Section 4.3.

“Drag Along Sellers” has the meaning set forth in Section 4.3.1.

“Dragging Investors” has the meaning set forth in Section 4.3.

“EGS Corp. Shares” has the meaning set forth in the Preamble.

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“Equity Holder” means, (i) with respect to Ares, the limited partners of Ares Corporate Opportunities Fund II, L.P. (or its affiliated investment funds), (ii) with respect to PEP, the limited partners of Providence Equity Partners VI International, L.P. (or its affiliated investment funds), or (iii) with respect to Ayala, the shareholders of Ayala Corporation.

“Equivalent Shares” means, at any given time, (a) as to any number of outstanding shares of Common Stock that constitute Shares, such number of shares of Common Stock and (b) as to any outstanding Convertible Securities that constitute Shares, the maximum number of shares of Common Stock for which or into which such Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Exercise Shares” has the meaning set forth in Section 5.2.

“Exchange Agreement” has the meaning set forth in the Recitals.

“Exempt Transfer” means a Transfer (a) pursuant to Rule 144, (b) pursuant to an effective registration statement under the Securities Act, (c) pursuant to a tender offer subject to Section 14(d)(1) of the Exchange Act (other than a tender offer made by an Investor), (d) to an Equity Holder pursuant to Section 3.1.1(a), other than an Equity Holder that, together with its Affiliates, after the consummation of the Transfer would own more than five percent (5%) of the then outstanding shares of Common Stock, or (e) pursuant to Section 4.3.

“FTC” means the Federal Trade Commission or any successor entity.

“Fully Diluted Shares” means, at any given time, the total number of outstanding shares of Common Stock (assuming the full conversion, exercise and/or exchange of all outstanding Convertible Securities other than the Public Warrants not held by an Investor).

“Independent Director” means a natural person who would satisfy the applicable director independence requirements under the rules of the New York Stock Exchange, American Stock Exchange or such other national securities exchange or market on which the Common Stock is then listed.

“Indirect Transfer” has the meaning set forth in Section 4.1.5.

“Investment Certifications” means a certification, representation and warranty that such Investor: (A) is an accredited investor within the meaning of Rule 501 under the

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Securities Act; (B) is acquiring the Subject Securities (and any securities it may acquire upon exercise or conversion of the Subject Securities) for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; (C) has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition of the Subject Securities (or any securities it may acquire upon exercise or conversion of the Subject Securities); (D) has made such inquiry concerning the Company and its business and personnel as it has deemed appropriate; and (E) has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its investment in the Company.

“Investor Exercise Notice” has the meaning set forth in Section 4.1.3.

“Investor Notice” has the meaning set forth in Section 4.1.2.

“Investors” means each Person executing this Agreement and such other Persons, if any, that from time to time become party to this Agreement as transferees of Shares (other than transferees receiving Shares pursuant to (i) a Transfer in accordance with Rule 144, (ii) a Transfer under an effective registration statement under the Securities Act or (iii) a tender offer subject to Section 14(d)(1) of the Exchange Act (other than a tender offer made by an Investor)); provided, that, solely for purposes of Sections 3, 4.1, 4.2 and 10.2 (and, solely for purposes of such sections, the defined terms used therein), each of Trillium and Mr. Murray shall be considered an “Investor.”  Notwithstanding the foregoing, none of the Murray Investors, including Mr. Murray, nor any of the Trillium Investors, including Trillium, shall be considered an “Investor” under this Agreement, including Sections 3, 4.1 and 4.2, if the employment of Mr. Murray with the Company is terminated without Cause (as such term is defined in the Murray Employment Agreement) pursuant to Section 4.5 of the Murray Employment Agreement, or by reason of Mr. Murray’s death or disability, or if Mr. Murray terminates his employment with the Company for Good Reason (as such term is defined in the Murray Employment Agreement) pursuant to Section 4.3 of the Murray Employment Agreement (and in such event, none of the Murray Investors, including Mr. Murray, nor any of the Trillium Investors, including Trillium, shall be entitled to any rights under, nor be bound by the terms of, this Agreement).

“Issuance” has the meaning set forth in Section 5.

“Issuer” has the meaning set forth in Section 5.1.1.

“Marketable Securities” means securities that are traded on an established United States or foreign securities exchange or market and not subject to restrictions on transfer as a result of any applicable contractual provisions or the provisions of the Securities Act.

“Mr. Murray” has the meaning set forth in the preamble.

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“Member of the Immediate Family” means, with respect to any individual, each spouse, domestic partner, child, parent, uncle, aunt, nephew, niece, first cousin, sibling, grandchild or other descendant of such individual, each trust created solely for the benefit of one or more of the aforementioned Persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his or her capacity as such custodian or guardian, and each other relative of such individual approved by the Board.

“Murray Employment Agreement” means that certain Employment Agreement, dated as of July 15, 2008, by and between the Company and R. Scott Murray (as such agreement may be amended, modified or supplemented from time to time).

“Murray Investors” has the meaning set forth in the Preamble.

“Non-Voting Common Stock”  means the shares of non-voting common stock, par value $0.001 per share, of the Company issued pursuant to the Exchange Agreement, if any.

“Offered Shares” has the meaning set forth in Section 4.1.

“Optional Conversion Date” means the earliest to occur of (i) the first anniversary of the Closing Date, (ii) the termination of the Company’s existing credit agreement as of the date hereof and (iii) the consummation of a Change of Control.

“Options” means any options to subscribe for, purchase or otherwise directly acquire shares of Common Stock from the Company (including restricted stock units and similar securities), other than any right to purchase shares pursuant to this Agreement.

“Other Securities” has the meaning set forth in Section 5.1.2.

“Participating Buyer” has the meaning set forth in Section 5.1.2.

“Participating Seller” (a) in relation to a Transfer subject to Section 4.2, has the meaning set forth in Section 4.2.2, and (b) in relation to a Transfer subject to Section 4.3, has the meaning set forth in Section 4.3.1.

“Participating Warrant Buyer” has the meaning set forth in Section 5.2(c).

“Participation Notice” has the meaning set forth in Section 5.1.1.

“Participation Percentage” means, as to any Investor with respect to a given Issuance, a fraction, expressed as a percentage, the numerator of which is the number of Shares owned by such Investor immediately prior to such Issuance and the denominator of which is the number of Fully Diluted Shares as of immediately prior to such Issuance.

“PEP” has the meaning set forth in the Preamble.

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“PEP Director” has the meaning set forth in Section 2.1.2.

“PEP Investors” has the meaning set forth in the Preamble.

“PEP Significant Investor” means initially PEP, and thereafter, any single transferee of at least one-half of the Shares owned by PEP and its Affiliates upon the Closing that is designated in writing to the Company and each other Significant Investor as the “PEP Significant Investor” by the transferor prior to the Transfer of at least one-half of the Shares owned by PEP and its Affiliates upon the Closing; provided, that if a transferee is so designated the “PEP Significant Investor”, then the transferor shall no longer be the “PEP Significant Investor.”  In no event shall there be more than one PEP Significant Investor at any time.

“Permissible Transfer” has the meaning set forth in Section 3.1.1.

“Permitted Transferee” means (a) with respect to any Investor, any Affiliate of such Investor, (b) with respect to any Investor who is a natural person, upon the death of such Investor, such Investor’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such Investor or by applicable laws of descent and distribution and (c) with respect to any Murray Investor or Trillium Investor, a trust, private foundation or other Person formed for estate planning purposes for the benefit of a Murray Investor, Trillium Investor or Member of the Immediate Family of a Murray Investor or Trillium Investor.  In addition, without limiting the foregoing, with respect to any Murray Investor or Trillium Investor, any Investor shall be a Permitted Transferee of such Investor’s Permitted Transferees.

“Person” means any natural person or individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Price Per Equivalent Share” means the Board’s good faith determination of the price per Equivalent Share of any Convertible Securities that are the subject of an Issuance pursuant to Section 5 hereof.

“Prospective Buyer” means any Person or Persons (including the Company or any of its Subsidiaries or any Investor) to whom a Prospective Selling Investor may Transfer Shares.

“Prospective Selling Investor” (a) in relation to a Transfer under Section 4.1, has the meaning set forth therein and (b) in relation to a Transfer under Section 4.3, means the Dragging Investors.

“Prospective Subscriber” has the meaning set forth in Section 5.1.1.

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“Public Offering” means a public offering and sale of shares of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

“Public Warrant Percentage” means, as to any Significant Investor with respect to a given Issuance pursuant to Section 5.2, a fraction expressed as a percentage, the numerator of which is the number of Shares owned by such Significant Investor upon the Closing and the denominator of which is the total number of Shares owned by all Significant Investors upon the Closing; provided that, solely for purposes of the calculation of each Significant Investor’s Public Warrant Percentage, until an aggregate of 1,000,000 shares of Common Stock (subject to appropriate adjustment in the event of any stock split, stock dividend or other similar event affecting such shares) have been offered to the Ayala Significant Investor pursuant to Section 5.2, the Ayala Significant Investor’s Public Warrant Percentage shall be one hundred percent (100%) and each of the Ares Significant Investor’s and the PEP Significant Investor’s Public Warrant Percentage shall be zero percent (0.0%).

“Public Warrants” means the Warrants outstanding upon the Closing.

“Purchase Price” has the meaning set forth in Section 5.2.

“Qualified Public Offering” means the first underwritten public offering and sale of shares of Common Stock after the date of this Agreement pursuant to an effective registration statement under the Securities Act (other than on Form S-8 or a comparable form), after which, but not necessarily as a result of which, the shares of Common Stock then outstanding that will have been issued in a transaction registered pursuant to a registration statement under the Securities Act (other than shares of Common Stock (i) held by an Affiliate or executive officer of the Company or (ii) issued pursuant to a registration statement on Form S-8 or a comparable form) shall represent at least 20% of the shares of Common Stock then outstanding.

“Remaining Shares” has the meaning set forth in Section 4.1.2.

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement dated as of the date hereof among the Company, the Investors and the other stockholders of the Company named therein.

“Requisite Board Approval” means the approval of a majority of the members of the Board (which majority must include, to the extent such a director serves on the Board, one (1) director designated by the Ares Significant Investor pursuant to Section 2.1.2(a) and one (1) director designated by the Ayala Significant Investor and the PEP Significant Investor pursuant to Section 2.1.2(b)).

“Requisite Majority” means any two of the Significant Investors, provided that the Ares Significant Investor must be one of the two Significant Investors in favor of the matter in question.  The foregoing proviso shall terminate on the first date on which the Ares Significant Investor, together with its Affiliates, no longer owns (a) at least two-thirds

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(2/3) of the shares of Common Stock owned by Ares and its Affiliates upon the Closing and (b) a greater number of shares of Common Stock than each of the PEP Significant Investor, together with its Affiliates, and the Ayala Significant Investor, together with its Affiliates.  In addition, if any of the Significant Investors, together with its Affiliates, no longer owns at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock, then the vote or consent of such Significant Investor will no longer be required for a Requisite Majority.

“Rule 144” means Rule 144 under the Securities Act or any successor provision.

“Sale of the Company” means: (a) any transaction or series of related transactions, whether or not the Company is a party thereto, in which, after giving effect to such transaction or transactions, equity securities representing in excess of fifty percent (50%) of the voting or economic power of the Company or other surviving entity immediately following such transaction are owned directly, or indirectly through one or more entities, by any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) of Persons, other than the Significant Investors and their respective Affiliates, or (b) a sale, lease or other disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including securities of the Subsidiaries of the Company), other than to a wholly-owned Subsidiary of the Company).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Shares” means with respect to an Investor, (a) all shares of Common Stock owned by an Investor upon the Closing, (b) all shares of Common Stock actually issued upon the exercise, conversion or exchange of any Public Warrants owned by an Investor upon the Closing, (c) all shares of Common Stock and Convertible Securities acquired by an Investor pursuant to Sections 3, 4 or 5 and (d) all shares of Common Stock or Convertible Securities acquired by an Investor in connection with any stock split, stock dividend, subdivision or combination of shares under (a), (b) or (c).  For purposes of this definition, Convertible Securities shall be treated as a number of Shares equal to the number of Equivalent Shares represented by such Convertible Securities (other than the Public Warrants) for all purposes of this Agreement, except as otherwise specifically set forth herein.

“Significant Investors” means the Ares Significant Investor, the Ayala Significant Investor and the PEP Significant Investor.

“Significant Investor Director” has the meaning set forth in Section 2.1.2.

“Subject Securities” has the meaning set forth in Section 5.

“Subsidiary” means, with respect to any specified Person, any other Person in which such specified Person, directly or indirectly through one or more Affiliates or otherwise, beneficially owns a majority of either the ownership interest (determined by

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equity or economic interests) in, or the voting control of, such other Person.  For purposes of this Agreement, director’s qualifying shares or other similar equity interests of any Subsidiary of the Company shall be deemed to be owned by the Company.

“Tag Along Notice” has the meaning set forth in Section 4.2.

“Tag Along Offer” has the meaning set forth in Section 4.2.2.

“Tag Along Offerees” has the meaning set forth in Section 4.2.

“Tag Along Sale Percentage” has the meaning set forth in Section 4.2.1.

“Tag Along Sale” has the meaning set forth in Section 4.2.

“Tag Along Sellers” has the meaning set forth in Section 4.2.

“Tranche A Loan” means the fifty-five million dollar ($55,000,000) Tranche A Loan made by AYC Holdings Ltd. to EGS Acquisition Corp. pursuant to the resolution of the Board of Directors of EGS Acquisition Corp. dated December 18, 2008.

“Tranche C Loan” means collectively (i) the nine million dollar ($9,000,000) Tranche C-1 Loan made by PEP to EGS Corp. pursuant to the resolution of the Board of Directors of EGS Corp. dated December 18, 2008 and (ii) the nine million dollar ($9,000,000) Tranche C-2 Loan made by AYC Holdings Ltd. to EGS Corp. pursuant to the resolution of the Board of Directors of EGS Corp. dated December 18, 2008.

“Tranche D Loan” means collectively (i) the five million dollar ($5,000,000) Tranche D-1 Loan made by PEP to EGS Acquisition Corp. pursuant to the resolution of the Board of Directors of EGS Acquisition Corp. dated December 18, 2008 and (ii) the five million dollar ($5,000,000) Tranche D-2 Loan made by AYC Holdings Ltd. to EGS Acquisition Corp. pursuant to the resolution of the Board of Directors of EGS Acquisition Corp. dated December 18, 2008.

“Third Party” means a prospective purchaser (other than a Permitted Transferee of the prospective selling Investor) of Shares in a bona fide arm’s-length transaction.

“Transaction” has the meaning set forth in the Recitals.

“Transfer” means any sale, pledge, assignment, encumbrance, distribution or other transfer or disposition of Shares or other property to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law (including by merger), pursuant to judicial process or otherwise.

“Transfer Notice” has the meaning set forth in Section 4.1.1.

“Trillium” has the meaning set forth in the Preamble.

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“Trillium Investors” has the meaning set forth in the Preamble.

“Unanimous Significant Investors” means (i) the Ares Significant Investor, for so long as the Ares Significant Investor, together with its Affiliates, owns Shares representing at least one-third (1/3) of the Shares owned by Ares and its Affiliates upon the Closing, (ii) the PEP Significant Investor, for so long as the PEP Significant Investor, together with its Affiliates, owns Shares representing at least fifty percent (50%) of the Shares owned by PEP and its Affiliates upon the Closing, and (iii) the Ayala Significant Investor, for so long as the Ayala Significant Investor, together with its Affiliates, owns Shares representing at least fifty percent (50%) of the Shares owned by Ayala and its Affiliates upon the Closing.

“Unwinding Event” has the meaning set forth in Section 3.1.1.

“Voting Investor” means any Investor that, together with its Affiliates, owns Shares representing at least five (5%) of the then outstanding shares of Common Stock.

“Warrants” means any warrants to subscribe for, purchase or otherwise directly acquire shares of Common Stock.

“Warrant Issuance” has the meaning set forth in Section 5.2.

12.MISCELLANEOUS.

12.1Stock Incentive Plan.  The Company shall, upon the Closing, amend its 2008 Stock Incentive Plan to increase the number of shares of Common Stock covered thereby to 10,000,000 shares of Common Stock.

12.2Authority; Effect.  Each party hereto represents and warrants to each other party that this Agreement is a valid and binding obligation of such party, enforceable against it in accordance with its terms, and that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound.  This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties as members of a joint venture or other association.

12.3Notices.  All notices, requests, demands, claims and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile, or (c) sent by overnight courier, in each case, addressed as follows:

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If to the Company, to:

Stream Global Services, Inc.
20 William Street, Suite 310
Wellesley, Massachusetts 02481
Telephone: (781) 304-1810
Facsimile: (781) 304-1702
Attention: Chief Executive Officer

and

Stream Global Services, Inc.
20 William Street, Suite 310
Wellesley, Massachusetts 02481
Telephone: (781) 304-1810
Facsimile: (781) 304-1702
Attention:  Chief Legal and Administrative Officer

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Facsimile: (617) 526-5000
Attention: Mark G. Borden and Peter N. Handrinos

If to any of the Ares Investors, to:

Ares Corporate Opportunities Fund II, L.P.
c/o Ares Management, Inc.
2000 Avenue of the Stars
12th Floor
Los Angeles, CA 90067
Telephone:  (310) 201-4100
Facsimile: (310) 201-4157
Attention: David Kaplan and Jeff Schwartz

with a copy (which shall not constitute notice) to:

Proskauer Rose LLP
2049 Century Park East, Suite 3200
Los Angeles, CA 90067-3206
Telephone: (310) 284-4550
Facsimile: (310) 557-2193
Attention: Michael Woronoff

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If to any of the PEP Investors, to:

Providence Equity Partners
Lever House
390 Park Avenue, 4th Floor
New York, NY 10022
Telephone: (212) 644-1200
Facsimile: (212) 521-0845
Attention: Julie Richardson

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8000
Facsimile:  (212) 310-8007
Attention: Michael Weisser

If to any of the Ayala Investors, to:

Ayala Corporation
Tower One Ayala Triangle
Ayala Avenue
Makati City 1226
Philippines
Telephone: 63 (2) 848-5643
Facsimile: 63 (2) 848-5846
Attention: Alfredo I. Ayala

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8000
Facsimile:  (212) 310-8007
Attention: Michael Weisser

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If to any of the Trillium Investors or Murray Investors to:

Stream Global Services, Inc.
20 William Street, Suite 310
Wellesley, Massachusetts 02481
Telephone: (781) 304-1810
Facsimile: (781) 304-1702
Attention: R. Scott Murray

with copies (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Facsimile: (617) 526-5000
Attention: Mark G. Borden and Peter N. Handrinos

Unless otherwise specified herein, such notices or other communications shall be deemed effective (a) on the date received, if personally delivered, (b) on the date received if delivered by facsimile on a business day, or if not delivered on a business day, on the first business day thereafter and (c) two business days after being sent by overnight courier.  Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

12.4Binding Effect; Etc.  This Agreement and the other agreements referred to herein constitute the entire agreement of the parties with respect to the subject matter hereof, supersede all prior or contemporaneous oral or written agreements or discussions among the parties and their respective Affiliates with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns.  Except as otherwise expressly provided herein, no Investor may assign any of his, her or its respective rights or delegate any of his, her or its respective obligations under this Agreement without the prior written consent of the Company and a Requisite Majority, and any attempted assignment or delegation in violation of the foregoing shall be null and void.  No provision in this Agreement will give, or be construed to give, any legal or equitable rights hereunder to any Person other than the parties hereto and their respective heirs, representatives, successors and permitted assigns.

12.5Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

12.6Severability.  In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum

47

extent compatible with, and possible under, applicable law.  The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

12.7No Recourse.  Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Investor covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, manager or member of any Investor or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Investor or any current or future member of any Investor or any current or future director, officer, employee, partner, manager or member of any Investor or of any Affiliate or assignee thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

12.8Reimbursement of Expenses.  The Company agrees to pay or reimburse each Significant Investor (i) for all reasonable costs and expenses (including reasonable attorneys fees, charges, disbursement and expenses) incurred in connection with any amendment, supplement, modification or waiver of or to any of the terms or provisions of this Agreement, provided the Company is provided with estimates of such costs and expenses in advance and given the opportunity to review and approve (such approval not to be unreasonably withheld) such costs and expenses prior to receiving a final bill and (ii) for all reasonable costs and expenses of such Significant Investor (including reasonable attorneys fees, charges, disbursement and expenses), provided that the Company is provided with estimates of such costs and expenses in advance and given the opportunity to review and approve (such approval not to be unreasonably withheld) such costs and expenses prior to receiving a final bill, incurred in connection with (a) the consent to any departure by the Company or any of its Subsidiaries from the terms of any provision of this Agreement and (b) the enforcement by such Significant Investor of any right granted to it or provided for hereunder.

13.GOVERNING LAW.

13.1Governing Law.  This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction.

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13.2Consent to Jurisdiction.  Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.  Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction.  Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.3 is reasonably calculated to give actual notice.

13.3WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.  EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 13.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT.  ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

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13.4Exercise of Rights and Remedies.  No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by a duly authorized officer or representative) as of the date first above written.

COMPANY	STREAM GLOBAL SERVICES, INC.
	By:
	Name:
	Title:
INVESTORS	ARES CORPORATE OPPORTUNITIES FUND II, L.P.
	By:
	Name:
	Title:
	EGS DUTCHCO, B.V.
	By:
	Name:
	Title:
	NEWBRIDGE INTERNATIONAL INVESTMENT LTD.
	By:
	Name:
	Title:
	TRILLIUM CAPITAL LLC
	By:
	Name:
	Title:
	Mr. R. Scott Murray (personally)

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EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed on                                      , 20  , by the undersigned (“Holder”) pursuant to the terms of that certain Stockholders Agreement dated as of August 14, 2009 (the “Agreement”), by and among Stream Global Services, Inc. and certain of its stockholders, as such Agreement may be amended or amended and restated.  Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement.  By the execution of this Adoption Agreement, Holder agrees as follows.

1.1Acknowledgement.  Holder acknowledges that Holder is acquiring certain Shares as a Permitted Transferee from a party in such party’s capacity as an “Investor” [and “Significant Investor”] bound by the Agreement, and after such transfer, Holder shall be considered an “Investor” [and “Significant Investor”] for all purposes of the Agreement.

1.2Agreement.  Holder hereby (a) agrees that the Shares so acquired shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

1.3Notice.  Any notice required or permitted by the Agreement shall be given to Holder at the address listed below Holder’s signature hereto.

HOLDER:	ACCEPTED AND AGREED:
By:	STREAM GLOBAL SERVICES, INC.
Name:
Title:
Address:
	By:
	Name:
	Title:
Telephone:
Facsimile
Attention:

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EX-14

Exhibit 14

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

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”).

WHEREAS, the Company, Ares and the Founders are parties to that registration rights agreement dated as of August 7, 2008 (as amended by Amendment No. 1 dated as of March 11, 2009, the “Prior Agreement”).

WHEREAS, the Company is party to the Share Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among the Company, EGS Corp., a Philippine corporation (“EGS Corp.”), Ares, Ayala and PEP, pursuant to which the Company has agreed to acquire (the “Transaction”) all of the issued and outstanding shares of EGS Corp. (the “EGS Corp. Shares”).

WHEREAS, in connection with the closing of the Transaction (the “Closing”), (a) the Company will issue shares of the common stock, $0.001 par value per share, of the Company (“Common Stock”) and/or shares of the non-voting common stock, $0.001 par value per share, of the Company (“Non-Voting Common Stock”) to Ayala and PEP in exchange for all of the EGS Corp. Shares and (b) the Company will issue shares of Common Stock to Ares upon conversion of all of the issued and outstanding shares of preferred stock of the Company and in exchange for warrants to purchase 7,500,000 shares of Common Stock held by Ares.

WHEREAS, in connection with the Transaction, the parties wish to amend and restate in its entirety the Prior Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, Ares, the Founders and the Company hereby agree that, other than Section 9(q) of the Prior Agreement, which shall remain in full force and effect, the Prior Agreement shall be amended and restated in its entirety to read as follows, and all parties hereto further agree as follows:

1.Effectiveness; Definitions.

(a)Effectiveness.  This Agreement is being entered into before, but will not become effective until, the consummation of the Transaction.  If the Exchange Agreement is terminated prior to the consummation of the Transaction, then this Agreement will automatically terminate and the Prior Agreement will remain in full force and effect.

(b)Definitions.  In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated:

“Affiliate” means, with respect to any specified Person, (a) any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person, or (b) if such specified Person is a natural person, any Member of the Immediate Family of such specified Person.  For the purposes of this Agreement, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.  For purposes of this Agreement, each Investor shall not be deemed an Affiliate of any other Investor solely by virtue of their ownership interest in the Company.

“Ares” has the meaning set forth in the Preamble.

“Ares Significant Investor” has the meaning set forth in the Stockholders Agreement.

“Ayala” has the meaning set forth in the Preamble.

“Ayala Significant Investor” has the meaning set forth in the Stockholders Agreement.

“Business Day” means any day except Saturday, Sunday and any day on which banking institutions in New York City are authorized or required by law or other governmental action to close.

“Closing” has the meaning set forth in the recitals.

“Closing Date” means the date on which the Closing occurs.

“Common Stock” has the meaning set forth in the recitals.

“Convertible Securities” means any evidence of indebtedness, shares of stock (other than Common Stock), options, warrants or other securities, including any options or warrants to subscribe for, purchase or otherwise directly acquire shares of Common Stock from the Company (including restricted stock units and similar securities), that are directly or indirectly convertible into, or exchangeable or exercisable for, shares of Common Stock.

“Demand Registration Statement” means a Registration Statement filed or to be filed pursuant to a written Purchaser Request pursuant to Section 3.

“EGS Corp.” has the meaning set forth in the recitals.

“EGS Corp. Shares” has the meaning set forth in the recitals.

“Electing Holders” has the meaning set forth in Section 4(a).

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Agreement” has the meaning set forth in the recitals.

“Founders” has the meaning set forth in the Preamble.

“Founders’ Shares” means the Common Stock owned or held by the Founders, as set forth on Schedule 1 hereto.

“Holder” means a holder of Registrable Securities, including any permitted transferee of a Holder, who is a party to this Agreement; provided that Mr. Murray shall not be considered a “Holder” for purposes of Sections 2 or 3 of this Agreement.

“Investors” has the meaning set forth in the Preamble.

“Member of the Immediate Family” means, with respect to any individual, each spouse or child or other descendant of such individual, each trust created solely for the benefit of one or more of the aforementioned persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned persons in his or her capacity as such custodian or guardian.

“Mr. Murray” has the meaning set forth in the Preamble.

“Non-Voting Common Stock” has the meaning set forth in the Preamble.

“PEP” has the meaning set forth in the Preamble.

“PEP Significant Investor” has the meaning set forth in the Stockholders Agreement.

“Person” means any natural person or individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Piggy-Back Registration Statement” means a Registration Statement filed or to be filed pursuant to which the Company has received one or more written requests to participate pursuant to Section 4.

“Prior Agreement” has the meaning set forth in the recitals.

“Proceeding” means any action, claim, suit, grievance, arbitration, complaint, notice of violation, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition).

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rules 430A, 430B or 430C promulgated under the Securities Act), as amended or supplemented by any

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prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Purchaser Holder” means each of the Ares Significant Investor, the Ayala Significant Investor and the PEP Significant Investor, in each case, for so long as it holds Registrable Securities.

“Purchaser Request” means a request for the registration of Registrable Securities (a) prior to a Qualified Public Offering, from the Requisite Majority and (b) following a Qualified Public Offering, from any of the Significant Investors.  Any Purchaser Request shall indicate the securities to be sold and the type of registration being requested (e.g., a Shelf Registration Statement or a Demand Registration Statement).

“Qualified Public Offering” means the first underwritten public offering and sale of shares of Common Stock after the date of this Agreement pursuant to an effective registration statement under the Securities Act (other than on Form S-8 or a comparable form), after which, but not necessarily as a result of which, the shares of Common Stock then outstanding that will have been issued in a transaction registered pursuant to a registration statement under the Securities Act (other than shares of Common Stock (i) held by an Affiliate or executive officer of the Company or (ii) issued pursuant to a registration statement on Form S-8 or a comparable form) shall represent at least 20% of the shares of Common Stock then outstanding.

“Registrable Securities” means (a) the shares of Common Stock held by an Investor on the Closing Date, issuable upon conversion of the shares of Non-Voting Common Stock held by an Investor on the Closing Date or acquired by or issued to, or issuable upon exercise, conversion or exchange of any Convertible Security acquired by or issued to, an Investor after the Closing Date under Sections 3, 4 or 5 of the Stockholders Agreement and (b) the Founders’ Shares, in each case together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided that such shares will cease to be “Registrable Securities” (i) when they have been sold to or through a broker, dealer or underwriter in a distribution to the public or otherwise on or through the facilities of the national securities exchange, national securities association or automated quotation system on which the Company’s capital stock is listed, (ii) when a registration statement with respect to the sale of such shares has become effective under the Securities Act and such shares have been disposed of in accordance with such registration statement, or (iii) in the case of Founders’ Shares, at such time as the Holder thereof is entitled to sell all of its Registrable Securities under Rule 144 of the Securities Act without any volume, manner of sale or other restrictions; and provided further that, for purposes of Section 2(b), any Registrable Securities that are registered under Sections 2(a) or 2(b) shall not be deemed to be Registrable Securities.  Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Registrable Securities, the determination of such percentage shall include shares of Common Stock issuable upon exercise, conversion or exchange of any Convertible Security, even if such exercise, conversion or exchange has not been effected and, in the case of the Non-Voting Common Stock, even if such shares are not then convertible into shares of Common Stock.

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“Registration Request” means a request for the registration of Registrable Securities from one or more Holders that in the aggregate possess a majority of the Registrable Securities outstanding as of the date of such request.  Any Registration Request shall indicate the securities to be sold and the type of registration being requested (e.g., a Shelf Registration Statement or a Demand Registration Statement).

“Registration Statement” shall mean any registration statement to be filed under the Securities Act, which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included therein, all amendments and supplements to such Registration Statement, including pre- and post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statement.

“Requisite Majority” has the meaning set forth in the Stockholders Agreement.

“Rule 144,” “Rule 415,” and “Rule 424” mean Rule 144, Rule 415 and Rule 424, respectively, promulgated by the SEC pursuant to the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rules.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933 as amended, and the rules and regulations promulgated thereunder.

“Shelf Registration” means a registration for resale of Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415.

“Shelf Registration Statement” means a Registration Statement filed or to be filed pursuant to a written Purchaser Request for a Shelf Registration pursuant to Section 2.

“Significant Investors” means the Ares Significant Investor, the Ayala Significant Investor and the PEP Significant Investor.

“Stockholders Agreement” means the Stockholders Agreement dated as of the date hereof among the Company and the Investors.

“Trading Day” means (a) any day on which the Common Stock is listed or quoted and traded on the Trading Market, or (b) if the Common Stock is not then listed or quoted and traded on the Trading Market, then any Business Day.

“Trading Market” means the American Stock Exchange, or, at any time the Common Stock is not listed for trading on the American Stock Exchange, any other national exchange if the Common Stock is then listed or quoted on such exchange.

“Transaction” has the meaning set forth in the recitals.

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2.Shelf Registration.  (a)Upon the receipt of a Purchaser Request requesting a Shelf Registration, the Company shall, within five (5) days of the receipt thereof, give written notice of such request to all Purchaser Holders (other than the Purchaser Holder so requesting) and, subject to the limitations below, shall use its reasonable best efforts to prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of  such request) with the SEC a Shelf Registration Statement covering the resale of all Registrable Securities then held by the Purchaser Holders.

(b)Without limiting the rights of the Purchaser Holders under Section 2(a) to submit a Purchaser Request, after the earlier of (i) the first date on which (A) the Ares Significant Investor owns less than one-third of the Registrable Securities owned by Ares and its Affiliates on the Closing Date, (B) the PEP Significant Investor owns less than fifty percent (50%) of the Registrable Securities owned by PEP and its Affiliates on the Closing Date and (C) the Ayala Significant Investor owns less than fifty percent (50%) of the Registrable Securities owned by Ayala and its Affiliates on the Closing Date or (ii) a Qualified Public Offering, upon the receipt of a Registration Request requesting a Shelf Registration, the Company shall, within five (5) days of the receipt thereof, give written notice of such request to all Holders (other than the Holder so requesting) and, subject to the limitations below, shall use its reasonable best efforts to prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of such request) with the SEC a Shelf Registration Statement covering the resale of all Registrable Securities then held by the Holders.

(c)Any Shelf Registration Statement filed pursuant to this Section 2 shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders of a majority of the Registrable Securities participating in the Shelf Registration may consent) and shall contain (except if otherwise directed by the Holders of a majority of the Registrable Securities participating in the Shelf Registration) the “Plan of Distribution” attached hereto as Annex A.  The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof; and shall, subject to notice from the Company under Section 8(f), use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations or, if earlier, until (i) in the event of a Registration Statement filed pursuant to Section 2(b), the date on which all Registrable Securities are eligible for resale under Rule 144 without any volume, manner of sale or other restrictions or (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”).  The Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the SEC that a Registration Statement has been declared effective.

(d)If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 as a result of a characterization by the SEC of the transaction described by the Registration Statement as a primary offering by the Company, the Company shall use its reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by

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or on behalf of the issuer” as defined in Rule 415.  In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2, the SEC refuses to alter its position, the Company shall, upon obtaining consent of the Holders of a majority of the Registrable Securities participating in the Shelf Registration, (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415.  Any Registrable Securities not able to be included in a Registration Statement filed pursuant to this Section 2 shall reduce the number of Registrable Securities of each Holder covered by such Registration Statement pro rata based on the number of Registrable Securities held by each such Holder.  The Company shall have no liability to any Holder as a result of the Registration Statement covering less than all of the Registrable Securities under the circumstances described in this section.  Within nine (9) months, or such earlier time as permitted by the SEC, of the initial registration filed hereunder being declared effective, the Company shall file an additional registration statement containing the Cut Back Shares.  With regard to the new Registration Statement, all of the provisions of this Section 2 shall again be applicable to the Cut Back Shares.

(e)Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2, (i) during the ninety (90) day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within thirty (30) days of the Purchaser Request or Registration Request, as the case may be, during the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement or (C) ninety (90) days after the filing of such registration statement; provided, however, that in the case of clause (ii), the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its shelf registration obligation under clause (i) above.

(f)Notwithstanding the foregoing, if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders by reason of a material pending or imminently prospective transaction or development and therefore suspending such Registration Statement’s effectiveness is essential, the Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) days in the aggregate after receipt of the Purchaser Request or Registration Request, as the case may be; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period.

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3.Demand Registration.

(a)If at any time the Company shall receive (i) a written Purchaser Request or (ii) without limiting the rights of the Purchaser Holders under clause (i) to submit a Purchaser Request, after the earlier of (A) the first date on which (1) the Ares Significant Investor owns less than one-third of the Registrable Securities owned by Ares and its Affiliates on the Closing Date, (2) the PEP Significant Investor owns less than fifty percent (50%) of the Registrable Securities owned by PEP and its Affiliates on the Closing Date and (3) the Ayala Significant Investor owns less than fifty percent (50%) of the Registrable Securities owned by Ayala and its Affiliates on the Closing Date or (B) a Qualified Public Offering, a written Registration Request, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 3(b) below, shall use its reasonable best efforts to prepare and file a Registration Statement with respect to all Registrable Securities which the applicable Holders request to be registered within ten (10) days of the mailing of such notice by the Company, in accordance with Section 8(g) below, and use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof.

(b)If the applicable Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting (whether it is on a firm commitment or best efforts (i.e., registered direct) basis), they shall so advise the Company as a part of their request made pursuant to this Section 3 and the Company shall include such information in the written notice referred to in Section 3(a).  In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in the underwriting and such Holder) to the extent provided herein.  A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting.  All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(n)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder.  Notwithstanding any other provision of this Section 3, if the managing underwriter advises a Holder that marketing factors require a limitation of the number of shares to be underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among any such Holder(s) that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate number of Registrable Securities held by all such Holders, until such Holders have included in the underwriting all Registrable Securities requested by such Holders to be included and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in

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proportion (as nearly as practicable) to the number of shares of Common Stock owned by such holders.  Without the consent of a majority in interest of the Holders participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering.

(c)The Company shall be obligated to effect not more than four (4) registrations for each Significant Investor (and only if each such registration would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Common Stock on the Trading Market on the Trading Day immediately preceding the date of the Purchaser Request) pursuant to Purchaser Requests under this Section 3 (an offering which is not consummated shall not be counted for this purpose).

(d)Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 3, (i) during the ninety (90) day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within thirty (30) days of the Purchaser Request or the Registration Request, as the case may be, during the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement or (C) ninety (90) days after the filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its demand registration obligation under clause (i) above.

(e)Notwithstanding the foregoing, if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders by reason of a material pending or imminently prospective transaction or development and therefore suspending such Registration Statement’s effectiveness is essential, the Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) days in the aggregate after receipt of the Purchaser Request or the Registration Request, as the case may be; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period.

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4.Piggy-Back Registrations.

(a)If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), (ii) a registration on Form S-4 (or similar or successor form), (iii) a registration relating to the sale of securities acquired pursuant to Rule 144A under the Securities Act or (iv) a registration relating to the issuance of shares of Common Stock in respect of Convertible Securities outstanding on the Closing Date), the Company shall, at such time, promptly give each Holder written notice of such registration.  Upon the written request of each Holder received by the Company within ten (10) Trading Days after mailing of such notice by the Company in accordance with Section 8(g), the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder (the “Electing Holders”) has requested to be registered; provided that (x) if such registration involves an underwritten offering to the public, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or other selling stockholders; and (y) if, at any time after giving notice of the Company’s intention to register any securities pursuant to this Section 4 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders under Section 3.  The Company shall have no obligation under this Section 4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make.

(b)If such registration involves an underwritten offering to the public, if the managing underwriter of the underwritten offering shall inform the Company by letter of the underwriter’s opinion that the number of Registrable Securities requested to be included in such registration would, in its opinion, materially adversely affect such offering, including the price at which such securities can be sold, and the Company has so advised the Electing Holders in writing, then the Company shall include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering, (i) first, all securities proposed by the Company to be sold for its own account, then (ii) to the extent that the number of shares of Common Stock proposed to be sold by the Company or the Electing Holders pursuant to Section 4(a) is less than the number of shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, such Registrable Securities requested by the Electing Holder(s) to be included in such registration pursuant to this Section 4 allocated pro rata among such Electing Holders as nearly as practicable to the respective numbers of Registrable Securities requested to be included in such registration, then (iii) such other securities covered by other registration rights, allocated pro rata among the holders of such other rights in proportion, as nearly as practicable, to the respective numbers of such securities requested to be included in such registration.  All other

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stockholders of the Company shall be excluded from the proposed offering before any Electing Holder is required to reduce his, her or its shares being offered under the registration statement.

5.Registration Procedures.  In connection with the Company’s registration obligations hereunder with respect to any Registration Statement, the Company shall:

(a)Not less than five (5) Trading Days prior to the filing of each Registration Statement or any related Prospectus or any amendment or supplement thereto, (i) furnish to the applicable Holders and to counsel to such Holders (“Holder Counsel”) copies of all such documents proposed to be filed and (ii) cause the Company’s officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.  The Company shall not file such Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities to be included in such registration shall reasonably object.

(b)(i) Prepare and file with the SEC such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Registration Statement, and prepare and file with the SEC such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, to any comments received from the SEC with respect to any Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders and Holder Counsel true and complete copies of all correspondence from and to the SEC relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the applicable Registration Statement as so amended or in such Prospectus as so supplemented.

(c)Notify the Holders of Registrable Securities to be sold pursuant to a Registration Statement and Holder Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day thereafter, of any of the following events:  (i) the SEC notifies the Company whether there will be a “review” of any Registration Statement; (ii) the SEC comments in writing on any Registration Statement (in which case the Company shall deliver to each such Holder a copy of such comments and of all written responses thereto); (iii) any Registration Statement or any post-effective amendment thereto is declared effective; (iv) the SEC or any other Federal or state governmental authority requests any amendment or supplement to a Registration Statement or related Prospectus or requests additional information related thereto; (v) the SEC issues any stop order suspending the effectiveness of any Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the

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initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Registration Statement become ineligible for inclusion therein or any statement made in any Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)Use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)Use its commercially reasonable efforts to obtain all other approvals, consents, exemptions or authorizations for the Company from such governmental agencies or authorities as may be reasonably necessary to enable the applicable Holders to consummate the disposition of such Registrable Securities.

(f)Furnish to each applicable Holder and Holder Counsel, without charge, at least one conformed copy of each Registration Statement and each amendment thereto; including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC.

(g)Promptly deliver to each applicable Holder and Holder Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Registration Statement and each amendment or supplement thereto as such Persons may reasonably request.  The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(h)In the time and manner required by each Trading Market, if at all, (i) prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Holder evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market.

(i)Prior to any public offering of Registrable Securities pursuant to a Registration Statement, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders and Holder Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration

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Statement, and until the offering is completed in the case of any other Registration Statement, and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement.

(j)Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Stockholders Agreement and any other agreement between the applicable Holder and the Company, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(k)Upon the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to such a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Registration Statement nor its related Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(l)Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Registration Statement, including, without limitation, by making available any documents and information.

(m)If Holders of a majority of the Registrable Securities being offered pursuant to a Registration Statement select underwriters (whether on a firm commitment or best efforts basis) for the offering, the Company shall enter into and perform its obligations under an underwriting (or similar) agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations.

(n)In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.

(o)Use commercially reasonable efforts to obtain an opinion from the Company’s counsel and a “cold comfort” letter from the Company’s independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such Registration Statement, in each case dated the effective date of such Registration Statement (and if such registration involves an underwritten offering, dated the date of the closing under the underwriting agreement), in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the sole or lead managing underwriter, if any, and to the Holders.

(p)Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement.

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(q)Comply with all applicable rules and regulations of the SEC.

(r)The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(g), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price to the public under the Registration Statement (based on the last sale price per Common Stock on the Trading Market on the Trading Day immediately preceding the date of the Purchaser Request or Registration Request, as the case may be).

(s)The Company shall not identify any Holder as an underwriter in any public disclosure or filing with the SEC or any Trading Market without the prior written consent of such Holder. If the Company is required by law to identify a Holder as an underwriter in any public disclosure or filing with the SEC or any Trading Market, it must notify such Holder in writing in advance (the “Identification Notice”) and such Holder shall have the option, in its sole discretion, to consent to such identification as an underwriter or to elect to have its Registrable Securities be deemed Cut Back Shares solely for the purposes of such Registration Statement and removed from such Registration Statement. If the Holder does not make such election within five (5) Business Days of such Holder’s receipt of the Identification Notice, such Holder shall be deemed to have elected to have its Registrable Securities be deemed to be Cut Back Shares.  The Company shall not be obligated to file a new Registration Statement as a result of any such Cut Back Shares. Except as provided in this Section 5(t), any Holder being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement.

(t)Use its commercially reasonable efforts to take all other steps necessary to expedite or facilitate the registration and disposition of the Registrable Securities contemplated hereby.

6.Registration Expenses.  All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.  The fees and expenses referred to in the foregoing sentence shall include, without limitation, (a) all registration and filing fees (including, without limitation, fees and expenses (i) with respect to filings required to be made with any Trading Market, and (ii) in compliance with applicable state securities, or Blue Sky, laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders)), (b) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses requested by the Holders), (c) messenger, telephone and delivery expenses incurred by the Company, (d) fees and disbursements of counsel for the Company, (e) reasonable fees and disbursements (not to exceed $75,000 per registration) of one counsel selected by the Holders of a majority in interest of the Registrable Securities included in such Registration Statement in a registration contemplated by Sections 2, 3 or 4 to represent all Holders including Registrable Securities in such registration and (f) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this

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Agreement.  The fees and expenses referred to in the first sentence shall exclude (y) all underwriting discounts, selling commissions and stock transfer or documentary stamp taxes, if any, applicable to any Registrable Securities registered and sold by such Holder and (z) all expenses incurred by the Holders without first receiving the consent of the Company.

7.Indemnification

(a)Indemnification by the Company.  The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, partners, members, equityholders, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, equityholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 5(c)(v)-(vii), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 8(f).  The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

(b)Indemnification by Holders.  Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the officers, directors, partners, members, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all losses arising out of or relating to any untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement such Prospectus or such form of Prospectus or in

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any amendment or supplement thereto.  In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)Conduct of Indemnification Proceedings.  If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses or (ii) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

(d)Contribution.  If a claim for indemnification under Section 7(a) or 7(b), is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each

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Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such losses as well as any other relevant equitable considerations.  The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any losses shall be deemed to include, subject to the limitations set forth in Section 7(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 7 was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 7(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e)Other.  To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the indemnification provisions of this Agreement, the provisions of the underwriting agreement will control.

The indemnity and contribution agreements contained in this Section 7 are in addition to any other liability that the Indemnifying Parties may have to the Indemnified Parties.

8.Miscellaneous.

(a)Remedies.  In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  The Company and each Holder agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach by it of any of the provisions of this Agreement and agrees to waive in any Proceeding for specific performance of any obligation the defense that a remedy at law would be adequate.

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(b)Amendments and Waivers.  No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and either (i) a Requisite Majority or (ii) if none of the Significant Investors owns Registrable Securities representing at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock, the holders of a majority of the then outstanding Registrable Securities; provided, that the consent of a Holder that is a Significant Investor shall be required prior to any such waiver or amendment for so long as such Holder, together with its Affiliates, owns more than five percent (5%) of the then outstanding shares of Common Stock.  In addition, (i) solely in the case of a waiver or amendment that would adversely affect the rights and/or obligations of the Founders, such waiver or amendment will require the written consent of Holders of a majority of the then outstanding Registrable Securities owned by the Founders, (ii) solely in the case of a waiver or amendment that would adversely affect the rights and/or obligations of Mr. Murray, such waiver or amendment will require the written consent of Mr. Murray and (iii) solely in the case of a waiver or amendment that would adversely and disproportionately affect the rights and/or obligations of a Holder, such waiver or amendment will require the written consent of such Holder.

(c)No Inconsistent Agreements.  Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(d)No Piggyback on Registrations.  Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in a Demand Registration Statement other than the Registrable Securities unless required to do so by currently existing agreements, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders.

(e)Compliance.  Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

(f)Discontinued Disposition.  Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Sections 5(c)(v), 5(c)(vi) or 5(c)(vii), which notice may be given by the Company regardless of whether a registration has been effected pursuant to Section 2, 3, or 4, such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until such Holder’s receipt of the copies of any supplemented Prospectus and/or amended Registration Statement (if required pursuant to Section 5(l)), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.  The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

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(g)Notice.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section prior to 4:30 p.m. (New York City time) on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Agreement later than 4:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the Trading Day following the date of sending, if sent by nationally recognized overnight courier service, specifying next business day delivery or (iv) upon actual receipt by the party to whom such notice is required to be given if delivered by hand. The address for such notices and communications shall be as set forth on the signature pages hereto or as reflected in the Company’s records.

(h)Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Holder. A Holder may assign its rights and obligations hereunder to any transferee of Registrable Securities; provided that such transferee agrees in writing to be bound, with respect to the transferred rights or obligations, by the provisions hereof that apply to a “Holder.” In the event of any assignment of the rights of a Holder to more than one Person in accordance with this section, the provisions of this Agreement shall be deemed amended to reflect more than one Holder, mutatis mutandis.

(i)Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

(j)GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.  ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BROUGHT AGAINST A PARTY HERETO OR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE STATE AND U.S. FEDERAL COURTS SITTING IN THE STATE OF DELAWARE. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND U.S. FEDERAL COURTS SITTING IN THE STATE OF DELAWARE FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN

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(INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THIS AGREEMENT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IF ANY PARTY SHALL COMMENCE A SUIT, ACTION OR PROCEEDING TO ENFORCE ANY PROVISIONS OF THIS AGREEMENT, THEN THE PREVAILING PARTY IN SUCH SUIT, ACTION OR PROCEEDING SHALL BE REIMBURSED BY THE OTHER PARTY FOR ITS REASONABLE ATTORNEYS FEES AND OTHER REASONABLE COSTS AND EXPENSES INCURRED WITH THE INVESTIGATION, PREPARATION AND PROSECUTION OF SUCH SUIT, ACTION OR PROCEEDING.

(k)Cumulative Remedies.  The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(l)Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

(m)Market Standoff.  Each of the Purchaser Holders and each other Holder shall, if requested by the managing underwriter or underwriters in an underwritten offering, (i) agree not to effect any public sale or distribution of securities of the Company of the same class as the securities included in a Registration Statement relating to such offering, including a sale pursuant to Rule 144 under the Securities Act, except as part of such underwritten registration, during the 15-day period prior to, and during a period ending on the earlier of (A) such time as the Company and the managing underwriter shall agree and (B) ninety (90) days after the effective date of, each underwritten offering made pursuant to such Registration Statement; and (ii) execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering; provided, that each stockholder of the Company owning at least one percent (1%) of the then outstanding Common Stock (on an as-converted basis) and each officer and director of the Company enter into a similar agreement.

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(n)Construction.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(o)Independent Nature of Holders’ Obligations and Rights.  The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under this Agreement.  Nothing contained herein, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby.  Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors.  Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

(a)No Recourse.  Notwithstanding anything that may be expressed or implied in this Agreement, the Company, each Investor, each Founder and Mr. Murray covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, manager or member of any Investor or Founder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Investor or Founder or any current or future member of any Investor or Founder or any current or future director, officer, employee, partner, manager or member of any Investor or Founder or of any Affiliate or assignee thereof, as such, for any obligation of any Investor or Founder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

STREAM GLOBAL SERVICES, INC.

By:

Name:

Title:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES TO FOLLOW]

ARES CORPORATE OPPORTUNITIES FUND II, L.P.

By: ACOF MANAGEMENT II, LP., Its General Partner

By: ACOF OPERATING MANAGER II, L.P., Its General Partner

By: ARES MANAGEMENT, INC., Its General Partner

By:

Name:

Title:

Address for Notice:

Ares Corporate Opportunities Fund II, LP.

C/O Ares Management, Inc.

2000 Avenue of the Stars

12th Floor

Los Angeles, California 90067

Phone:  (310) 201.4100

Fax:  (310) 201.4157

Attention: David Kaplan and Jeff Schwartz

with a copy (which shall not constitute notice) to:

Proskauer Rose LLP

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

Phone:  (310)284-4550

Fax:  (310)557-2193

Attn:  Michael A. Woronoff, Esq.

Signature Page – Registration Rights Agreement

EGS DUTCHCO B.V.

By:

Name:

Title:

Address for Notice:

EGS Dutchco B.V.

Fred Roeskestraat 123

1076 EE

Amsterdam, Netherlands

Attention: Raymond M. Mathieu

Telephone: (401) 751-1700

Facsimile: (401) 751-1790

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Attention: Michael Weisser

Signature Page – Registration Rights Agreement

NEWBRIDGE INTERNATIONAL INVESTMENT LTD.
By:
Name:
Title:
Address for Notice:
NewBridge International Investment Ltd.
c/o Ayala Corporation
33/F Tower One
Ayala Triangle
Ayala Avenue
Makati City, 1226
Metro Manila, Philippines
Attention: Solomon M. Hermosura
Telephone:	+63 (2) 848-5643
Facsimile:	+63 (2) 759-4383
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Telephone:  (212) 310-8000
Facsimile:  (212) 310-8007
Attention: Michael Weisser

Signature Page – Registration Rights Agreement

R. Scott Murray

Address:

R. Scott Murray

c/o Stream Global Services, Inc.

20 William Street, Suite 310

Wellesley, Massachusetts 02481

Signature Page – Registration Rights Agreement

Trillium Capital LLC
By:
	Name:
	Title:
Number of shares of Common Stock: 3,753,402
Address:
Trillium Capital LLC
c/o Stream Global Services, Inc.
20 William Street, Suite 310
Wellesley, Massachusetts 02481
Sheila M. Flaherty
Number of shares of Common Stock: 556,815
Address:
Sheila M. Flaherty
c/o Stream Global Services, Inc.
20 William Street, Suite 310
Wellesley, Massachusetts 02481

Signature Page – Registration Rights Agreement

SCHEDULE 1
FOUNDERS

Name of Stockholder	Number of Shares of Common Stock
Trillium Capital LLC	3,753,402
M. Benjamin Howe	436,198
Kevin T. O’Leary	467,254
Stephen D. R. Moore	311,198
Paul G. Joubert	467,254
Lloyd R. Linnell	866,278
Sheila M. Flaherty	556,815

Schedule 1 – Registration Rights Agreement

Robert Wadsworth	273,438
Charles F. Kane	222,726
G. Drew Conway	436,198
Deborah Keeman	21,739

Annex A

Plan of Distribution

We are registering the shares of Common Stock to permit the resale of these shares of Common Stock by the holders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Common Stock.

The selling stockholders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.  These sales may be at fixed or negotiated prices.  The selling stockholders may use any one or more of the following methods when selling shares:

·ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·an exchange distribution in accordance with the rules of the applicable exchange;

·privately negotiated transactions;

·short sales;

·broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

·a combination of any such methods of sale; and

·any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.  The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.  Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act.  Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder.  The selling stockholders may agree to indemnify any

agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act supplementing or amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act supplementing or amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares of common stock.  We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder.  If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus.  If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.