EX-4.18 4 dex418.htm AMENDMENT NO. 2 TO INVESTORS' RIGHTS AGREEMENT, DATED AS OF NOVEMBER 26, 2010 Amendment No. 2 to Investors' Rights Agreement, dated as of November 26, 2010

Exhibit 4.18

AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT

THIS AMENDMENT NO. 2 (“Amendment”) to that certain SECOND AMENDED AND RESTATED INVESTORS’RIGHTS AGREEMENT dated December 23, 2009 and as amended on April 22, 2010 (the “Agreement”), is entered into by and among the following parties on November 26, 2010:

iSoftStone Holdings Limited, a Cayman Islands exempted company (the “Company”), and

Tekventure Limited, a British Virgin Islands business company (“Tekventure”),

United Innovation (China) Limited, a British Virgin Islands business company (“UIL”),

LIU Tianwen ( LOGO ) (PRC Passport#G02295104),

FENG Yong ( LOGO ) (also known as Frank FENG) (PRC ID#110108196906281814),

the entities set forth in the Schedule of Series A Shareholders attached as Schedule 2 to the Agreement as existing holders of Series A Preference Shares of the Company (the “Series A Holders”);

the entities set forth in the Schedule of Series B Shareholders attached as Schedule 3 to the Agreement as existing holders of Series B Preference Shares of the Company (the “Series B Holders”); and

the entities set forth in the Schedule of Note Holders attached as Schedule 4 to the Agreement as holders of the Company’s Convertible Notes (the “Note Holders”).

Each of the parties hereto is individually a “Party”, and collectively “Parties”.

The terms not defined but otherwise used herein should have the same meaning as in the Agreement.

RECITALS

 

A. WHEREAS, the Parties are parties to the Agreement;

 

B. WHEREAS, Section 10.13 of the Agreement expressly permits the Agreement to be amended with the written consent of each of (i) the Company, (ii) Tekventure and UIL representing more than 50% of the Ordinary Shares, (iii) the Series A Holders representing more than 50% of the Series A Preference Shares, (iv) the Series B Holders representing more than 50% of the Series B Preference Shares, and (v) the Note Holders holding more than 50% of aggregate principal amount of all the Convertible Notes outstanding as of the date hereof;


 

C. WHEREAS, the Parties, constituting the requisite parties and voting shares necessary to amend the Agreement, desire to amend the Agreement to reflect the changes set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth below, the Parties agree as follows:

 

1.1 Section 8.3 of the Agreement shall be, and hereby is, added as follows:

“8.3. This Section 8 shall terminate upon completion of a Qualified IPO.”

 

1.2 Section 9.5 of the Agreement shall be, and hereby is, added as follows:

“9.5. This Section 9 shall terminate upon completion of a Qualified IPO.”

 

1.3 All other provisions of the Agreement shall continue to be in full force and effect and continue to be valid and binding upon the parties. All references to “the Agreement” “hereof,” “hereunder” or words of like import in the Agreement and its attached Schedules and Exhibits and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to be references to the Agreement as amended by this Amendment except as is otherwise expressly stated.

 

1.4 This Amendment shall be governed by and construed exclusively in accordance with the laws of the State of New York, without regards to conflicts of law principles.

 

1.5 This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument

[Signature Page Follows]


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year herein above first written.

 

COMPANY
iSOFTSTONE HOLDINGS LIMITED

 

By  

/s/ Tianwen Liu

Print Name: Tianwen Liu

Title: Chief Executive Officer

 

FOUNDERS:       
TEKVENTURE LIMITED     UNITED INNOVATION (CHINA) LIMITED
By  

/s/ Tianwen Liu

    By   

/s/ Feng Yong

Print Name: Tianwen Liu

Title:

   

Print Name: Feng Yong

Title:

/s/ Tianwen Liu

   

/s/ Feng Yong

LIU, Tianwen ( LOGO ), as an individual

   

FENG, Yong ( LOGO )(also known as Frank FENG), as an individual

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year herein above first written.

SERIES A HOLDERS:

 

AsiaVest Opportunities Fund IV   Infotech Ventures Cayman Company
By  

/s/ T.J. Huang

    By  

/s/ Liu Tingru

Print Name: T. J. Huang

Title: Managing Director

 

Print Name: Liu Tingru

Title: General Partner

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year herein above first written.

SERIES B HOLDERS:

 

FIDELITY ASIA VENTURES FUND L.P.

By: Fidelity Asia Partners, L.P., its General Partner

By: FIL Asia Ventures Limited, its General Partner

   

FIDELITY ASIA PRINCIPALS FUND L.P.

By: Fidelity Asia Partners, L.P., its General Partner

By: FIL Asia Ventures Limited, its General Partner

By  

/s/ Allan Pelvang

    By   

/s/ Allan Pelvang

Print Name: Allan Pelvang     Print Name: Allan Pelvang
Title: Director     Title: Director
MITSUI VENTURES GLOBAL FUND     AsiaVest Opportunities Fund IV
By MVC Corporation as its general partner       
By  

/s/ Katsuhiko Oizumi

   

By

  

/s/ T.J. Huang

Print Name: Katsuhiko Oizumi     Print Name: T.J. Huang
Title: President & CEO    

Title: Managing Director

Infotech Pacific Ventures, L.P.       
By  

/s/ Liu Tingru

      
Print Name: Liu Tingru       
Title: General Partner       

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year herein above first written.

NOTE HOLDERS:

 

CSOF TECHNOLOGY INVESTMENTS     SEABRIGHT CHINA SPECIAL
LIMITED     OPPORTUNITIES FUND II, LP
By  

/s/ Kiril IP

    By   

/s/ YING PAN

Print Name: Kiril IP     Print Name: YING PAN
Title: Director     Title: Managing Principal
ASIA VENTURES II L.P.   MITSUI VENTURES GLOBAL FUND
      By MVC Corporation as its general partner
By  

/s/ Allan Pelvang

    By   

/s/ Katsuhiko Oizumi

Print Name: Allan Pelvang     Print Name: Katsuhiko Oizumi
Title: Director     Title: President & CEO
ASIAVEST OPPORTUNITIES FUND IV     INFOTECH PACIFIC VENTURES, L.P.
By  

/s/ T.J. Huang

    By   

/s/ Liu Tingru

Name: T.J. Huang   Name: Liu Tingru
Title: Managing Director   Title: General Partner

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT


JINYUAN DEVELOPMENT (HONG KONG)

COMPANY LIMITED LOGO

LOGO

   

Hua Ying Management Co., Limited

 

LOGO

By  

/s/ Zhao Yongtao

    By   

/s/ Ping Guo

Print Name: Zhao Yongtao     Print Name: Ping Guo
Title:       Title:

SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED

AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT