0001104659-13-076332.txt : 20131018 0001104659-13-076332.hdr.sgml : 20131018 20131018130956 ACCESSION NUMBER: 0001104659-13-076332 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20131018 DATE AS OF CHANGE: 20131018 GROUP MEMBERS: CHU TZER LIU GROUP MEMBERS: DAVID LIFENG CHEN GROUP MEMBERS: HE JIN GROUP MEMBERS: JIAN WU GROUP MEMBERS: JINSONG LI GROUP MEMBERS: JUN SU GROUP MEMBERS: JUNBO LIU GROUP MEMBERS: MINGGNG FENG GROUP MEMBERS: SIDNEY XUANDE HUANG GROUP MEMBERS: TIAK KOON LOH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pactera Technology International Ltd. CENTRAL INDEX KEY: 0001493639 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85937 FILM NUMBER: 131158971 BUSINESS ADDRESS: STREET 1: 3/F, BUILDING 8, STREET 2: ZHONGGUANCUN SOFTWARE PARK CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100193 BUSINESS PHONE: 86 (10) 8282-5266 MAIL ADDRESS: STREET 1: 3/F, BUILDING 8, STREET 2: ZHONGGUANCUN SOFTWARE PARK CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100193 FORMER COMPANY: FORMER CONFORMED NAME: HiSoft Technology International Ltd DATE OF NAME CHANGE: 20100608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEN CHRIS SHUNING CENTRAL INDEX KEY: 0001425959 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100094 SC 13D/A 1 a13-22485_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Pactera Technology International Ltd.

(Name of Issuer)

Common shares, par value $0.00139482 per share

(Title of Class of Securities)

695255109(1)

(CUSIP Number)

Mr. Loh Tiak Koon

3/F Building 8, Zhongguancun Software Park

Haidian District, Beijing 100193

People’s Republic of China

Telephone: +86 10 8282 5266

With a copy to:

W. Clayton Johnson, Esq.

Cleary Gottlieb Steen & Hamilton LLP

Twin Towers West (23Fl)

12B Jianguomenwai Avenue

Chaoyang District, Beijing 100022

People’s Republic of China

Telephone: +86 10 5920 1000

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

October 17, 2013

(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 §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).

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing one common share of the Issuer.

CUSIP No. 695255109

Page 2 of 22 Pages

	1.	Names of Reporting Persons Chris Shuning Chen

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 2,658,057 Common Shares (as defined below) held directly or indirectly by Mr. Chris Shuning Chen and 3,730,608 Common Shares held directly or indirectly by the other Reporting Persons (as defined below), in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs (as defined below), (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. (collectively, “GGV”), which has entered into an investment agreement with Blackstone Capital Partners Singapore (as defined below) and a contribution agreement and a voting agreement with Parent (as defined below) in connection with the transactions contemplated by the Merger Agreement (as defined below) as described in Item 4 below. Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV. See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC (as defined below) on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 3 of 22 Pages

	1.	Names of Reporting Persons Tiak Koon Loh

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization Singapore

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 1,967,389 Common Shares held directly or indirectly by Mr. Tiak Koon Loh and 4,421,276 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below. Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV. See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 4 of 22 Pages

	1.	Names of Reporting Persons David Lifeng Chen

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 332,984 Common Shares held directly or indirectly by Mr. David Lifeng Chen and 6,055,681 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 5 of 22 Pages

	1.	Names of Reporting Persons Sidney Xuande Huang

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 144,274 Common Shares held directly or indirectly by Mr. Sidney Xuande Huang and 6,244,391 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 6 of 22 Pages

	1.	Names of Reporting Persons Jun Su

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 176,176 Common Shares held directly or indirectly by Mr. Jun Su and 6,212,489 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 7 of 22 Pages

	1.	Names of Reporting Persons He Jin

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 42,649 Common Shares held directly or indirectly by Ms. He Jin and 6,346,016 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 8 of 22 Pages

	1.	Names of Reporting Persons Chu Tzer Liu

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization Singapore

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 713,885 Common Shares held directly or indirectly by Mr. Chu Tzer Liu and 5,674,780 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below. Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV. See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 9 of 22 Pages

	1.	Names of Reporting Persons Jian Wu

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 47,867 Common Shares held directly or indirectly by Mr. Jian Wu and 6,340,798 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 10 of 22 Pages

	1.	Names of Reporting Persons Junbo Liu

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 55,361 Common Shares held directly or indirectly by Mr. Junbo Liu and 6,333,304 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 11 of 22 Pages

	1.	Names of Reporting Persons Jinsong Li

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 248,345 Common Shares held directly or indirectly by Mr. Jinsong Li and 6,140,320 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

CUSIP No. 695255109

Page 12 of 22 Pages

	1.	Names of Reporting Persons Minggang Feng

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO – See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o

	6.	Citizenship or Place of Organization People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 6,388,665 (See Items 4 and 5)(1)(2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 6,388,665 (See Items 4 and 5)(1)(2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,388,665 (1)(2)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x

	13.	Percent of Class Represented by Amount in Row (11) 7.34%(3)

	14.	Type of Reporting Person IN

(1) Includes 1,678 Common Shares held directly or indirectly by Mr. Minggang Feng and 6,386,987 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

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	Unless otherwise specified, this amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13D jointly filed by Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng (collectively, the “Reporting Persons”) with respect to Pactera Technology International Ltd. (the “Company” or the “Issuer”) with the United States Securities and Exchange Commission (the “SEC”) on May 29, 2013, as previously amended by Amendment No. 1 filed on September 13, 2013 (the “Original Schedule 13D”).

Item 2.	Identity and Background
	The first paragraph in (a) — (c) and (f) of Item 2 of the Original Schedule 13D is hereby amended and restated as follows: This Amendment No. 2 is filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act by reason of the Consortium Agreement, the Contribution Agreement, the Voting Agreement and the Merger Agreement (each as defined below) as described in Item 4 below. Each Reporting Person may be deemed to beneficially own the total of 6,388,665 Common Shares beneficially owned by all the Reporting Persons because they may be deemed to constitute a “group.” Each Reporting Person expressly disclaims beneficial ownership of any Common Shares directly or indirectly held by the other Reporting Persons, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the other Reporting Persons, and this Amendment No. 2 shall not be construed as acknowledging that any of the Reporting Persons beneficially owns any Common Shares directly or indirectly held by the other Reporting Persons or any other person or is a member of a group with the other Reporting Persons or any other person. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

Item 4	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: Novation Agreement On October 17, 2013, Mr. Tiak Koon Loh, for and on behalf of the Senior Management Members, Red Pebble Acquisition Co Pte. Ltd., an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (“Red Pebble”), and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., a private limited company incorporated in Singapore and also an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (“Blackstone Capital Partners Singapore”), entered into a novation agreement (the “Novation Agreement”), pursuant to which the Consortium Agreement was novated by Red Pebble to Blackstone Capital Partners Singapore and Blackstone Capital Partners Singapore agreed to be bound by and to perform the Consortium Agreement in accordance with the conditions contained therein and assumed all obligations, liabilities and duties of Red Pebble thereunder as if Blackstone Capital Partners Singapore was the original party to the Consortium Agreement. Merger Agreement On October 17, 2013, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”), and BCP (Singapore) VI Cayman Merger Co. Ltd., an

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exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”).

The Merger Agreement provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Under the terms of the Merger Agreement, upon completion of the Merger, the shareholders of the Company will receive US$7.30 per Common Share or US$7.30 per ADS. The price per Common Share and per ADS represents a premium of 39% over the Company’s closing price of US$5.26 per ADS on May 17, 2013, the last trading day prior to the Company’s announcement on May 20, 2013 that it had received a “going private” proposal from the Consortium, and a premium of 35% to the volume-weighted average closing price of the ADSs during the 30 trading days prior to May 20, 2013.

The Merger is subject to various closing conditions, including a condition that the Merger Agreement be approved by an affirmative vote of shareholders representing two-thirds or more of the Common Shares present and voting in person or by proxy as a single class at a meeting of the Company’s shareholders convened to consider the approval of the Merger Agreement and the transactions contemplated thereby and a condition that the parties obtain antitrust approval for the transactions contemplated by the Merger Agreement.

If the transactions contemplated by the Merger Agreement are consummated, the Company will become a privately-held company beneficially owned by the Consortium and its ADSs will no longer be listed on the Nasdaq Global Select Market.

The Consortium will provide equity financing, and the Financing Banks (as defined below) have agreed as mandated lead arrangers to provide committed debt financing, for the transactions contemplated by the Merger Agreement, each as discussed below in this Item 4.

Contribution Agreement

Concurrently with the execution of the Merger Agreement, the Reporting Persons (other than Sidney Xuande Huang) entered into a contribution agreement with Parent (the “Contribution Agreement”), pursuant to which they agreed that, immediately prior to the closing of the Merger, they as a group will (i) contribute at least 85% of their aggregate Common Shares (the “Rollover Shares”) to Parent in exchange for newly issued shares of Parent, par value $0.01 per share, and (ii) roll over at least 85% of the aggregate number of their restricted shares, restricted share units and options into substituted equity awards of Parent pursuant to the Merger Agreement.

Sidney Xuande Huang is not a party to the Contribution Agreement or Voting Agreement and will not contribute any of his Common Shares or other equity securities of the Company to Parent in connection with the transactions contemplated by the Merger Agreement. Sidney Xuande Huang remains a party to the Consortium Agreement.

Voting Agreement

Concurrently with the execution of the Merger Agreement, the Reporting Persons (other than Sidney Xuande Huang) entered into a voting agreement (the “Voting Agreement”) with Parent, pursuant to which each of them agreed (i) when a meeting of the shareholders of the Company is held, to appear at such meeting or otherwise cause his or her Common Shares to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting will be a poll vote, (ii) to vote or otherwise cause to be voted at such meeting all of his or her Common Shares (A) in favor of the approval of the Merger Agreement and the transactions contemplated therein and any related action reasonably required in furtherance thereof, (B) against any other acquisition proposal, (C) against any other action, agreement or transaction that is intended, that would reasonably be expected, or the effect of which would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or the Voting Agreement or the performance by such

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Reporting Person of his or her obligations under the Voting Agreement, (D) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Reporting Person contained in the Voting Agreement, (E) in favor of any adjournment or postponement of any shareholders’ meeting as may be requested by Parent and (F) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement, and (iii) to appoint Parent and any other designee of Parent, each of them individually, as his or her irrevocable proxy and attorney-in-fact (with full power of substitution) to vote his or her Common Shares as indicated above.

GGV Agreements

Concurrently with the execution of the Merger Agreement, GGV also entered into a contribution agreement (the “GGV Contribution Agreement”) and a voting agreement (the “GGV Voting Agreement”) with Parent, in substantially the same form as the Contribution Agreement and the Voting Agreement, respectively. GGV also entered into a novation agreement (the “GGV Novation Agreement”), dated as of October 17, 2013, with Red Pebble and Blackstone Capital Partners Singapore, pursuant to which the GGV Investment Agreement was novated by Red Pebble to Blackstone Capital Partners Singapore.

Equity Commitment Letter

Concurrently with the execution of the Merger Agreement, Blackstone Capital Partners (Cayman II) VI L.P. (the “Sponsor”) entered into an equity commitment letter (the “Equity Commitment Letter”) with Parent, pursuant to which the Sponsor committed, on the terms and subject to the conditions set forth therein, to capitalize, or cause the capitalization of, Parent, at or prior to the closing of the Merger, with equity contribution, shareholder loans and/or other instruments of up to an aggregate of $240,000,000, which, to the extent necessary, will be used to fund a portion of the Exchange Fund (as defined under the Merger Agreement) and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement.

Debt Commitment Letter

Concurrently with the execution of the Merger Agreement, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Asia Limited, HSBC Securities (USA) Inc., HSBC Bank USA, N.A., and HSBC Bank (China) Company Limited Beijing Branch (collectively, the “Financing Banks”) issued a debt commitment letter (the “Debt Commitment Letter”), which was accepted and agreed to by Midco, pursuant to which the Financing Banks agreed to arrange and underwrite debt financing in an aggregate amount of up to US$395 million to fund the Transaction, subject to various customary terms and conditions contained in the Debt Commitment Letter.

Limited Guarantee

Concurrently with the execution of the Merger Agreement, the Sponsor entered into a limited guarantee (the “Limited Guarantee”) with the Company, pursuant to which the Sponsor irrevocably and unconditionally guaranteed to the Company, on the terms and subject to the conditions set forth therein, the due and punctual payment when due of the payment obligations of Parent to the Company with respect to (i) the Parent Termination Fee (as defined under the Merger Agreement), pursuant to Section 9.03(c) of the Merger Agreement; (ii) all reasonable and documented out-of- pocket costs incurred by the Company or its subsidiaries in connection with any cooperation with respect to financing, pursuant to Section 7.16(e) of the Merger Agreement; (iii) reasonably documented costs and expenses in connection with any action, pursuant to Section 9.03(e) of the Merger Agreement; and (iv) reasonably documented out-of-pocket fees and expenses incurred by the Company and its Affiliates in connection with the Transaction (as defined under the Merger Agreement), pursuant to Section 9.03(f) of the Merger Agreement, in

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	each case, as and when due (collectively, the “Obligations”). The Sponsor’s aggregate liability under the Limited Guarantee will not exceed an amount equal to the Obligations. The Limited Guarantee will terminate as of the earliest of (i) the effective time of the Merger, (ii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Company or under circumstances in which Parent, Midco and Merger Sub would not be obligated to make any payments of the Obligations, (iii) 90 days after the date of termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would be obligated to make any payments of Obligations (subject to certain exceptions set forth therein), (iv) the first anniversary after the date of the Limited Guarantee (subject to certain exceptions set forth therein), and (v) the date the Obligations payable under the Limited Guarantee have been paid in full. The descriptions of the Novation Agreement, the Merger Agreement, the Contribution Agreement, the Voting Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee, the GGV Contribution Agreement, the GGV Voting Agreement and the GGV Novation Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Novation Agreement, the Merger Agreement, the Contribution Agreement, the Voting Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee, the GGV Contribution Agreement, the GGV Voting Agreement and the GGV Novation Agreement, which have been filed as Exhibits 7.14, 7.15, 7.16, 7.17, 7.18, 7.19, 7.20, 7.21, 7.22 and 7.23 respectively, and are incorporated herein by this reference.
Item 5	Interest in Securities of the Issuer
	The information contained on each of the cover pages of this Amendment No. 2 and the information set forth or incorporated in Items 2, 3, 4, and 6 of the Original Schedule 13D, as amended by this Amendment No. 2, are hereby incorporated herein by reference. (a) — (b) of Item 5 of the Original Schedule 13D is hereby amended and restated, and (c) of Item 5 of the Original Schedule 13D is hereby updated, as follows:
(a) — (b)	As of the date hereof, Mr. Chris Shuning Chen beneficially owns, excluding the Common Shares held by the other Reporting Persons, 2,658,057 Common Shares, comprising (i) 75,557 Common Shares, including 74,465 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer, directly held by Mr. Chris Shuning Chen, (ii) 2,520,000 Common Shares indirectly held by Chris Shuning Chen through Button Software Ltd., and (iii) 62,500 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, indirectly held by Chris Shuning Chen through Tairon Investment Limited, which Common Shares in (i), (ii) and (iii) collectively represent 3.05% of the outstanding Common Shares. Each of Button Software Ltd. and Tairon Investment Limited, of which Mr. Chris Shuning Chen is the sole director, is indirectly wholly owned by Altivo Trust, of which Credit Suisse Trust Limited is the trustee and Mr. Chris Shuning Chen and his family members are the beneficiaries. Mr. Chris Shuning Chen has voting and dispositive power over these Common Shares. In addition, Mr. Chris Shuning Chen holds, directly or indirectly, certain unvested options and restricted share units, representing 582,290 underlying Common Shares that are issuable more than 60 days after the date hereof. As of the date hereof, Mr. Tiak Koon Loh beneficially owns, excluding Common Shares held by the other Reporting Persons, 1,967,389 Common Shares, including 1,117,085 restricted Commons Shares and 684,683 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Tiak Koon Loh, which together represent 2.26% of the outstanding Common Shares. Mr. Tiak Koon Loh has voting and dispositive power over these Common Shares. In addition, Mr. Tiak Koon Loh holds, directly or indirectly, certain unvested options and restricted share units, representing 715,083 underlying Common Shares that are issuable more than 60 days after the date hereof.

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As of the date hereof, Mr. David Lifeng Chen beneficially owns, excluding the Common Shares held by the other Reporting Persons, 332,984 Common Shares, comprising (i) 73,584 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer, directly held by Mr. David Lifeng Chen, and (ii) 259,400 Common Shares represented by ADSs, indirectly held by Mr. David Lifeng Chen through DLCY Chen Family Trust, which Common Shares in (i) and (ii) collectively represent 0.38% of the outstanding Common Shares. DLCY Chen Family Trust is a trust established under the laws of the State of California, of which Mr. David Lifeng Chen and his wife, Ms. Christina Wang, are the joint trustees and Mr. David Lifeng Chen’s family members are the beneficiaries. Mr. David Lifeng Chen has voting and dispositive power over these Common Shares. In addition, Mr. David Lifeng Chen holds certain unvested options and restricted share units, representing 218,828 underlying Common Shares that are issuable more than 60 days after the date hereof.

As of the date hereof, Mr. Sidney Xuande Huang beneficially owns, excluding the Common Shares held by the other Reporting Persons, 144,274 Common Shares, including 136,620 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer held by Mr. Sidney Xuande Huang, which together represent 0.17% of the outstanding Common Shares. Mr. Sidney Xuande Huang has voting and dispositive power over these Common Shares. In addition, Mr. Sidney Xuande Huang holds certain unvested restricted share units, representing 122,109 underlying Common Shares that are issuable more than 60 days after the date hereof.

As of the date hereof, Mr. Jun Su beneficially owns, excluding the Common Shares held by the other Reporting Persons, 176,176 Common Shares, including 78,378 restricted Common Shares and 67,198 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Jun Su, which together represent 0.20% of the outstanding Common Shares. Mr. Jun Su has voting and dispositive power over these Common Shares. In addition, Mr. Jun Su holds certain unvested options, representing 31,202 underlying Common Shares that are issuable more than 60 days after the date hereof.

As of the date hereof, Ms. He Jin beneficially owns, excluding the Common Shares held by the other Reporting Persons, 42,649 Common Shares, including 30,467 restricted Common Shares and 12,182 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Ms. He Jin, which together represent 0.05% of the outstanding Common Shares. Ms. He Jin has voting and dispositive power over these Common Shares. In addition, Ms. He Jin holds certain unvested restricted share units, representing 80,000 underlying Common Shares that are issuable more than 60 days after the date hereof.

As of the date hereof, Mr. Chu Tzer Liu beneficially owns, excluding the Common Shares held by the other Reporting Persons, 713,885 Common Shares, including 32,630 restricted Common Shares and 27,555 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Chu Tzer Liu, which together represent 0.82% of the outstanding Common Shares. Mr. Chu Tzer Liu has voting and dispositive power over these Common Shares. The foregoing excludes 3,658 Common Shares acquired by Mr. Chu Tzer Liu’s wife through open market purchases in 2012. Mr. Chu Tzer Liu expressly disclaims beneficial ownership of and does not have voting and dispositive power over any such Common Shares. In addition, Mr. Chu Tzer Liu holds certain unvested options, representing 6,051 underlying Common Shares that are issuable more than 60 days after the date hereof.

As of the date hereof, Mr. Jian Wu beneficially owns, excluding the Common Shares held by the other Reporting Persons, 47,867 Common Shares, including 33,417 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer held by Mr. Jian Wu, which together represent 0.05% of the outstanding Common Shares. Mr. Jian Wu has voting and dispositive power over these Common Shares. In addition, Mr. Jian Wu holds certain unvested options and restricted share

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units, representing 87,514 underlying Common Shares that are issuable more than 60 days after the date hereof.

As of the date hereof, Mr. Junbo Liu beneficially owns, excluding the Common Shares held by the other Reporting Persons, 55,361 Common Shares, including 54,733 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer held by Mr. Junbo Liu, which together represent 0.06% of the outstanding Common Shares. Mr. Junbo Liu has voting and dispositive power over these Common Shares. In addition, Mr. Junbo Liu holds certain unvested options and restricted share units, representing 88,748 underlying Common Shares that are issuable more than 60 days after the date hereof.

As of the date hereof, Mr. Jinsong Li beneficially owns, excluding the Common Shares held by the other Reporting Persons, 248,345 Common Shares indirectly held by Mr. Jinsong Li through General Merit Asia Limited, including 28,677 restricted Common Shares and 164,892 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, which together represent 0.29% of the outstanding Common Shares. On June 22, 2013, Mr. Jinsong Li transferred all Common Shares, including restricted Common Shares and Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer, directly held by him to General Merit Asia Limited. General Merit Asia Limited, of which Mr. Jinsong Li is the sole director, is wholly owned by Mr. Jinsong Li. Mr. Jinsong Li has voting and dispositive power over these Common Shares. In addition, Mr. Jinsong Li indirectly holds certain unvested restricted share units, representing 40,000 underlying Common Shares that are issuable more than 60 days after the date hereof.

As of the date hereof, Mr. Minggang Feng beneficially owns, excluding the Common Shares held by the other Reporting Persons, 1,678 restricted Common Shares, which represent less than 0.01% of the outstanding Common Shares. Mr. Minggang Feng has voting and dispositive power over these Common Shares. In addition, Mr. Minggang Feng holds certain unvested restricted share units, representing 175,087 underlying Common Shares that are issuable more than 60 days after the date hereof.

Pursuant to Rule 13d-5(b) of the Act, the Reporting Persons may be deemed, by reason of the Consortium Agreement, the Contribution Agreement, the Voting Agreement and the Merger Agreement as described in Item 4 above, to beneficially own the total of 6,388,665 Common Shares beneficially owned by all the Reporting Persons, as a “group” (within the meaning of Rule 13d-5(b) under the Act), which constitute approximately 7.34% of the outstanding Common Shares. This excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into the GGV Investment Agreement with Blackstone Capital Partners Singapore and the GGV Contribution Agreement and the GGV Voting Agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 above. Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.

The above disclosure of percentage information is based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

(c)

On September 1, 2013, the Company granted 20,000 restricted share units to each of David Lifeng Chen, He Jin and Jun Su and 40,000 restricted share units to Minggang Feng.

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	Except as described above in this Item 5(c), none of the Reporting Persons has effected any transactions in the Common Shares of the Issuer during the 60 days preceding the filing of this Amendment No. 2.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows: The information regarding the Novation Agreement, the Merger Agreement, the Contribution Agreement, the Voting Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee, the GGV Contribution Agreement, the GGV Voting Agreement and the GGV Novation Agreement under Item 4 is incorporated herein by reference in its entirety. On September 30, 2013, which was the maturity date of the Button VPF, Button Software Ltd. elected physical settlement, under which the 650,000 ADSs were not returned to it.

Item 7.	Material to be Filed as Exhibits.

	Item 7 of the Original Schedule 13D is hereby amended and restated as follows:

Exhibit 7.01:†	Joint Filing Agreement by and among the Reporting Persons, dated as of May 29, 2013.

Exhibit 7.02:†	Consortium Agreement by and among Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su and Red Pebble Acquisition Co Pte. Ltd., dated as of May 19, 2013.

Exhibit 7.03:†	Proposal Letter from Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su and Red Pebble Acquisition Co Pte. Ltd. to the board of directors of the Issuer, dated as of May 20, 2013.

Exhibit 7.04:†	Joinder Agreement by and among He Jin, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.

Exhibit 7.05:†	Joinder Agreement by and among Chu Tzer Liu, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.

Exhibit 7.06:†	Joinder Agreement by and among Jian Wu, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.

Exhibit 7.07:†	Joinder Agreement by and among Junbo Liu, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.

Exhibit 7.08:†	Joinder Agreement by and among Jinsong Li, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.

Exhibit 7.09:†	Joinder Agreement by and among Minggang Feng, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.

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Exhibit 7.10:†	The Button VPF, entered into by Button Software Ltd. and Credit Suisse Capital LLC, dated as of September 29, 2010.

Exhibit 7.11:†	Power of Attorney granted by each of the Reporting Persons in favor of Tiak Koon Loh and Sidney Xuande Huang, dated as of May 29, 2013.

Exhibit 7.12:†	GGV Investment Agreement entered into by Red Pebble Acquisition Co Pte. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P., dated as of May 27, 2013.

Exhibit 7.13: ††	Binding Proposal Letter from Tiak Koon Loh (for and on behalf of Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng), BCP (Singapore) VI Cayman Acquisition Co. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. to J.P. Morgan Securities (Asia Pacific) Limited, dated as of September 12, 2013.

Exhibit 7.14:	Novation Agreement by and among Mr. Tiak Koon Loh, for and on behalf of the Senior Management Members, Red Pebble Acquisition Co Pte. Ltd., and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., dated as of October 17, 2013.

Exhibit 7.15:	Agreement and Plan of Merger by and among Pactera Technology International Ltd., BCP (Singapore) VI Cayman Acquisition Co. Ltd., BCP (Singapore) VI Cayman Financing Co. Ltd., and BCP (Singapore) VI Cayman Merger Co. Ltd., dated as of October 17, 2013.

Exhibit 7.16:	Contribution Agreement by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng, dated as of October 17, 2013.

Exhibit 7.17:	Voting Agreement by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng, dated as of October 17, 2013.

Exhibit 7.18:	Equity Commitment Letter by and between Blackstone Capital Partners (Cayman II) VI L.P. and BCP (Singapore) VI Cayman Acquisition Co. Ltd., dated as of October 17, 2013.

Exhibit 7.19:	Debt Commitment Letter issued by Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Asia Limited, HSBC Securities (USA) Inc., HSBC Bank USA, N.A., and HSBC Bank (China) Company Limited Beijing Branch to BCP (Singapore) VI Cayman Financing Co. Ltd., dated as of October 17, 2013.

Exhibit 7.20:	Limited Guarantee by Blackstone Capital Partners (Cayman II) VI L.P. in favor of Pactera Technology International Ltd., dated as of October 17, 2013.

Exhibit 7.21:	Contribution Agreement by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P., dated as of October 17, 2013.

Exhibit 7.22:	Voting Agreement by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P., dated as of October 17, 2013.

Exhibit 7.23:	Novation Agreement by and among Granite Global Ventures II L.P., GGV II Entrepreneurs Fund L.P., Red Pebble Acquisition Co Pte. Ltd., and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., dated as of October 17, 2013.

† Previously filed on May 29, 2013.

†† Previously filed on September 13, 2013.

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SIGNATURE

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

Dated: October 18, 2013

Chris Shuning Chen

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

Tiak Koon Loh

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh


David Lifeng Chen

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

Sidney Xuande Huang

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

Jun Su

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

He Jin

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

Chu Tzer Liu

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

CUSIP No. 695255109

Page 22 of 22 Pages

Jian Wu

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

Junbo Liu

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

Jinsong Li

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

Minggang Feng

	By:	/s/ Tiak Koon Loh
		Tiak Koon Loh
		Attorney-in-fact

EX-7.14 2 a13-22485_1ex7d14.htm EX-7.14

Exhibit 7.14

Execution Version

NOVATION OF CONSORTIUM AGREEMENT

THIS NOVATION OF CONSORTIUM AGREEMENT (this “Agreement”) is made and effective as of October 17, 2013 (the “Effective Date”) by and among: Tiak Koon Loh for and on behalf of each of the persons identified on Schedule A (each, a “Senior Management Member” and, collectively, the “Senior Management Members”) pursuant to Section 1.04 of the Consortium Agreement (as defined below); Red Pebble Acquisition Co Pte. Ltd., an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Red Pebble”); and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., a private limited company incorporated in Singapore, also an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Sponsor”).

WHEREAS, certain of the Senior Management Members and Red Pebble are parties to the Consortium Agreement dated as of May 19, 2013 (the “Consortium Agreement”, which definition, unless the context requires otherwise, shall include the Joinder Agreements (as defined below)). Each of the other Senior Management Members has executed a Joinder Agreement dated as of May 22, 2013 to become a party to the Consortium Agreement as a “Senior Management Member” (collectively, the “Joinder Agreements”);

WHEREAS, Red Pebble and the Senior Management Members wish to novate the Consortium Agreement to the Sponsor;

WHEREAS, the Sponsor is in a position to fully perform all obligations of Red Pebble that may exist under the Consortium Agreement; and

WHEREAS, each of the Senior Management Members desires to recognize the Sponsor as the successor party to the Consortium Agreement.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Novation and Transfer; Consent. Each of the Senior Management Members hereby consents and agrees to the assignment and transfer of the Consortium Agreement by Red Pebble to the Sponsor, including the transfer of all of Red Pebble’s rights, obligations and liabilities thereunder to the Sponsor. Red Pebble, the Sponsor, and each of the Senior Management Members hereby agree that the substitute performance by Sponsor under the Consortium Agreement constitutes a complete novation of all rights, formerly owed to Red Pebble, and all obligations formerly owed by Red Pebble under the Consortium Agreement.

2. Assumption. The Sponsor agrees to be bound by and to perform the Consortium Agreement in accordance with the conditions contained in the Consortium Agreement and assumes all obligations, liabilities and duties of Red Pebble under the Consortium Agreement as if the Sponsor was the original party to the Consortium Agreement as of the Effective Date.

3. Acceptance of Substitute Performance. Each of the Senior Management Members hereby agrees that, effective as of the Effective Date, each of the Senior Management Members shall look solely to the Sponsor, as Red Pebble’s successor in interest in and to the Consortium Agreement, for the performance of the obligations under the Consortium Agreement, without recourse to Red Pebble should the Sponsor fail to perform.

4. Miscellaneous.

(a) Authority. Each of Red Pebble, the Sponsor and each of the Senior Management Members represents to each other that it has full right, power and authority to execute this Agreement and to perform the obligations hereunder, without the need for any further action under its governing instruments, and that the person executing this Agreement on behalf of such party is duly authorized to do so.

(b) Governing Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of New York without regard to the conflicts of laws principles thereof (other than Section 5-1401 of the General Obligations Law and any successor provision thereto).

(c) Entire Agreement. This Agreement, together with the Consortium Agreement and the Joinder Agreements or joinder agreement to the Consortium Agreement executed after the date hereof, constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to it subject matters.

(d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute on and the same agreement.

(e) No Other Inducement. The making, execution and delivery of this Agreement has been induced by no representations, statements, warranties or agreements other than those expressed herein.

[signature page follows]

IN WITNESS WHEREOF, this Agreement has been executed by the parties effective as of the date first set forth above.

	/s/ Tiak Koon Loh
	TIAK KOON LOH

	RED PEBBLE ACQUISITION CO PTE. LTD.


	By:	/s/ Pithambar Gona

	Name:	PITHAMBAR GONA

	Title:

	BLACKSTONE CAPITAL PARTNERS (SINGAPORE) VI PRC PTE. LTD.


	By:	/s/ Pithambar Gona

	Name:	PITHAMBAR GONA

	Title:

SCHEDULE A

SENIOR MANAGEMENT MEMBERS

Chris Shuning Chen

Tiak Koon Loh

David Lifeng Chen

Sidney Xuande Huang

Jun Su

Minggang Feng

Jian Wu

He Jin

Junbo Liu

Chu Tzer Liu

Jinsong Li

EX-7.15 3 a13-22485_1ex7d15.htm EX-7.15

Exhibit 7.15

Execution Version

AGREEMENT AND PLAN OF MERGER

among

BCP (SINGAPORE) VI CAYMAN ACQUISITION CO. LTD.

BCP (SINGAPORE) VI CAYMAN FINANCING CO. LTD.

BCP (SINGAPORE) VI CAYMAN MERGER CO. LTD.

and

PACTERA TECHNOLOGY INTERNATIONAL LTD.

Dated as of October 17, 2013

TABLE OF CONTENTS

		Page

ARTICLE I DEFINED TERMS		2

Section 1.01	Certain Defined Terms	2
Section 1.02	Other Defined Terms	15
Section 1.03	Interpretation; Headings	16

ARTICLE II THE MERGER		17

Section 2.01	The Merger	17
Section 2.02	Closing; Effective Time	17
Section 2.03	Effect of the Merger	18
Section 2.04	Memorandum and Articles of Association of Surviving Company	18
Section 2.05	Directors and Officers	18

ARTICLE III CONVERSION OF SECURITIES; MERGER CONSIDERATION		19

Section 3.01	Conversion and Cancellation of Securities	19
Section 3.02	Exchange of Share Certificates	20
Section 3.03	Register of Members	23
Section 3.04	Share Incentive Plans and Company Share Awards	23
Section 3.05	Dissenting Shares	25
Section 3.06	Withholding	25
Section 3.07	Termination of Deposit Agreement	26
Section 3.08	Agreement of Fair Value	26

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		26

Section 4.01	Organization and Qualification; Subsidiaries	27
Section 4.02	Memorandum and Articles of Association	27
Section 4.03	Capitalization	27
Section 4.04	Authority Relative to This Agreement; Vote Required	29
Section 4.05	No Conflict; Required Filings and Consents	30
Section 4.06	Permits; Compliance	30
Section 4.07	SEC Filings; Financial Statements	32
Section 4.08	Absence of Certain Changes or Events	34
Section 4.09	Absence of Litigation	34
Section 4.10	Labor; Employment and Benefits Matters	34
Section 4.11	Real Property; Title to Assets	36
Section 4.12	Intellectual Property	38
Section 4.13	Taxes	39
Section 4.14	Material Contracts	40
Section 4.15	Insurance	43
Section 4.16	Environmental Matters	43
Section 4.17	Customers and Suppliers	44
Section 4.18	Interested Party Transactions	44

Section 4.19	Compliance with Anti-Corruption Laws	45
Section 4.20	Takeover Statutes	46
Section 4.21	Opinion of Financial Advisor	46
Section 4.22	Brokers	46
Section 4.23	No Additional Representations	46

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT, MIDCO AND MERGER SUB		47

Section 5.01	Corporate Organization	47
Section 5.02	Memorandum and Articles of Association	47
Section 5.03	Capitalization	47
Section 5.04	Authority Relative to This Agreement	48
Section 5.05	No Conflict; Required Filings and Consents	49
Section 5.06	Operations of Parent, Midco and Merger Sub	50
Section 5.07	Absence of Litigation	50
Section 5.08	Financing	50
Section 5.09	Guarantee	51
Section 5.10	Brokers	52
Section 5.11	Solvency	52
Section 5.12	Ownership of Company Shares	52
Section 5.13	Independent Investigation	52
Section 5.14	Buyer Group Contracts	53
Section 5.15	Non-Reliance on Company Estimates	53
Section 5.16	No Additional Representations	53

ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER		54

Section 6.01	Conduct of Business by the Company Pending the Merger	54
Section 6.02	Conduct of Business by Parent, Midco and Merger Sub Pending the Merger	57
Section 6.03	No Control of Other Party’s Business	57
Section 6.04	Actions Taken at Direction of Sponsor and Parent	57

ARTICLE VII ADDITIONAL AGREEMENTS		58

Section 7.01	Proxy Statement and Schedule 13E-3	58
Section 7.02	Company Shareholders’ Meeting	59
Section 7.03	No Solicitation of Transactions; Company Board Recommendation; Alternative Acquisition Agreement	60
Section 7.04	Access to Information; Confidentiality	65
Section 7.05	Employee Benefits Matters	65
Section 7.06	Directors’ and Officers’ Indemnification and Insurance	66
Section 7.07	Notification of Certain Matters	68
Section 7.08	Reasonable Best Efforts; Further Action	69
Section 7.09	Obligations of Midco and Merger Sub	70
Section 7.10	Public Announcements	71
Section 7.11	Stock Exchange Delisting	71
Section 7.12	Takeover Statute	71

Section 7.13	Resignations	71
Section 7.14	Participation in Litigation	72
Section 7.15	Financing	72
Section 7.16	Financing Assistance	74
Section 7.17	SAFE Registration	77
Section 7.18	Compliance	77
Section 7.19	No Amendment to Buyer Group Contracts	78

ARTICLE VIII CONDITIONS TO THE MERGER		78

Section 8.01	Conditions to the Obligations of Each Party	78
Section 8.02	Conditions to the Obligations of Parent, Midco and Merger Sub	78
Section 8.03	Conditions to the Obligations of the Company	79
Section 8.04	Frustration of Closing Conditions	80

ARTICLE IX TERMINATION, AMENDMENT AND WAIVER		80

Section 9.01	Termination	80
Section 9.02	Effect of Termination	82
Section 9.03	Fees and Expenses	82
Section 9.04	Amendment	85
Section 9.05	Waiver	85

ARTICLE X GENERAL PROVISIONS		86

Section 10.01	Non-Survival of Representations, Warranties, Covenants and Agreements	86
Section 10.02	Notices	86
Section 10.03	Severability	87
Section 10.04	Entire Agreement; Assignment	87
Section 10.05	Parties in Interest	88
Section 10.06	Specific Performance; Limitation on Damages	88
Section 10.07	Governing Law	89
Section 10.08	Counterparts	90
Section 10.09	Waiver of Jury Trial	90

iii

Annex A — Plan of Merger

Company Disclosure Schedule

Parent Disclosure Schedule

AGREEMENT AND PLAN OF MERGER, dated as of October 17, 2013 (this “Agreement”), among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Midco”), and BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Midco (“Merger Sub”), and Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the Cayman Islands Companies Law (Chapter 22, Law 3 of 1961, as consolidated and revised) (the “CICL”), Parent, Midco and Merger Sub and the Company have agreed to enter into a business combination transaction pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the Surviving Company (as defined below) and a wholly owned subsidiary of Midco as a result of the Merger;

WHEREAS, the board of directors of the Company (the “Company Board”), acting upon the unanimous recommendation of a committee of independent directors established by the Company Board (the “Special Committee”), has (a) determined that it is in the best interests of the Company and its shareholders (other than the Rollover Shareholders (as defined below)), and declared it advisable, to enter into this Agreement and the Plan of Merger (as defined below), (b) approved the execution, delivery and performance by the Company of this Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby and thereby, including the Merger (collectively, the “Transactions”), and (c) resolved to recommend the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company at the Company Shareholders’ Meeting (as defined below);

WHEREAS, the board of directors of each of Parent, Midco and Merger Sub has (a) approved the execution, delivery and performance by Parent, Midco and Merger Sub, as the case may be, of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger and (b) declared it advisable for Parent, Midco and Merger Sub, as the case may be, to enter into this Agreement and the Plan of Merger;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s, Midco’s and Merger Sub’s willingness to enter into this Agreement, the Rollover Shareholders (as defined below) have executed and delivered to Parent certain contribution agreements, dated as of the date hereof, among the Rollover Shareholders and Parent (together with the schedules and exhibits attached thereto, the “Contribution Agreements”), pursuant to which the Rollover Shareholders will contribute to Parent, subject to the terms and conditions therein, the Rollover Shares;

which the Rollover Shareholders have agreed to vote their Shares (as defined below) in favor of the approval of this Agreement, the Plan of Merger and the Transactions (the “Voting Agreements”); and

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, Parent has delivered to the Company a limited guarantee by Blackstone Capital Partners (Cayman II) VI L.P. (the “Guarantor”), dated as of the date hereof, in favor of the Company with respect to certain obligations of Parent under this Agreement (the “Guarantee”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Parent, Midco, Merger Sub and the Company hereby agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.01 Certain Defined Terms. For purposes of this Agreement:

“2012 Balance Sheet” means the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2012, including the notes thereto.

“Acceptable Confidentiality Agreement” means an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement, which does not include any provision calling for any exclusive right to negotiate or restricting the Company from satisfying its obligations under this Agreement.

“Acquisition Proposal” means any proposal or offer by any Person or group of Persons regarding any of the following (other than the Transactions): (a) a merger, reorganization, share exchange, consolidation, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution or other similar transaction involving the Company (or any of its Subsidiaries whose business constitutes 20% or more of the net revenue, net income or fair market value of the assets of the Company and its Subsidiaries, taken as a whole); (b) any sale, lease, license, exchange, transfer, other disposition or joint venture, that would result in any Person (other than Parent and its Affiliates) acquiring assets or business of the Company and its Subsidiaries that constitute or represent 20% or more of the net revenue, net income or fair market value of the assets of the Company and its Subsidiaries, taken as a whole; (c) any sale, exchange, transfer or other disposition of 20% or more of any class of equity securities of the Company; (d) any tender offer or exchange offer that, if consummated, would result in any Person (other than Parent and its Affiliates) beneficially owning 20% or more of any class of equity securities of the Company; (e) any public solicitation of proxies in opposition to approval and adoption of this Agreement and approval of the Merger by the

Company’s shareholders; or (f) any other transaction proposed in writing to the Special Committee (other than any transaction permitted by Section 6.01(b)) by a Person unaffiliated with the Company the consummation of which would reasonably be expected to prevent or materially delay the Merger.

“Action” means any litigation, suit, claim, action, proceeding, hearing, arbitration, mediation, investigation, demand letter, regulatory document production request or any other judicial or administrative proceeding, in Law or equity.

“Affiliate” of a Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such Person. For the avoidance of doubt, none of the Rollover Shareholders shall be deemed to be “Affiliates” of any of Parent, Midco, Merger Sub or Sponsor.

“Alternative Acquisition Agreement” means a letter of intent, agreement in principle, term sheet, merger agreement, acquisition agreement, option agreement or other contract, commitment or agreement relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement).

“Anti-Corruption Laws” means any anti-corruption, anti-bribery or similar Laws of any jurisdiction in which the Company performs business, or of the United States, of the United Kingdom, or of the PRC, including the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, PRC Laws on anti-corruption, anti-bribery and anti-commercial bribery, and where applicable, legislation enacted by member states and signatories implementing the OECD Convention Combating Bribery of Foreign Officials.

“Business Day” means any day other than a Saturday or Sunday and other than a day on which banks are not required or authorized to close in the Cayman Islands, Beijing, Hong Kong or the City of New York.

“Buyer Group Contracts” means (a) the Consortium Agreement; (b) the Investment Agreement; (c) the Contribution Agreements; (d) the Voting Agreements; and (e) the Equity Commitment Letter, including all amendments thereto or modifications thereof.

“Buyer Group Parties” means, collectively, the parties to any of the Buyer Group Contracts other than Parent, Midco and Merger Sub, or any of their respective Affiliates.

“CDC” means the Company’s (or its relevant Subsidiary’s, as applicable) offshore development center located in the PRC.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company Disclosure Schedule” means the disclosure schedule dated as of the date of this Agreement and delivered by the Company to Parent, Midco and Merger Sub simultaneously with the signing of this Agreement.

“Company Material Adverse Effect” means any circumstance, event, change, effect or development (any such item, an “Effect”) that, individually or in the aggregate together with all other Effects, has had or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, tangible or intangible assets or properties of the Company and its Subsidiaries, taken as a whole; provided, however, that no Effect (by itself or when aggregated or taken together with any and all other Effects) arising out of or resulting from any of the following shall be (a) deemed to be or constitute a “Company Material Adverse Effect,” or (b) taken into account in determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur: (A) changes or modifications in GAAP or regulatory accounting requirements or changes in Laws (or interpretations thereof) applicable to the Company or any of its Subsidiaries after the date of this Agreement; (B) changes, effects or circumstances in the industries or markets in which the Company or any of its Subsidiaries operates; (C) changes in general business, economic, political or financial market conditions; (D) changes in the financial, credit or securities markets in the U.S., the PRC or any other country or region in which the Company or any of its Subsidiaries has material business operations, including changes in interest rates, foreign exchange rates and sovereign credit ratings; (E) the public disclosure of this Agreement or the Transactions or the consummation of the Transactions or the announcement of the execution of this Agreement, including any shareholder litigation relating to this Agreement; (F) any change in the price of the Shares or trading volume as quoted on NASDAQ (it being understood that the underlying cause of such change in share price or trading volume may, except as otherwise provided in the other clauses of this proviso, be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur); (G) any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, acts of God or natural disasters; (H) actions taken or failure to take action, in each case, by Parent or any of its Affiliates, or to which Parent has approved, consented to or requested in writing; or compliance with the terms of, or the taking of any action required or contemplated by, this Agreement; or the failure to take any action prohibited by this Agreement; (I) the failure by the Company or any of its Subsidiaries to meet any internal or industry estimates, expectations, forecasts, projections or budgets for any period (it being understood that the underlying cause of such failure may, except as otherwise provided in the other clauses of this proviso, be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur); (J) any change or prospective change in the Company’s credit ratings (it being understood that the underlying cause of such change or prospective change in the Company’s credit rating may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur); (K) any change resulting or arising from the identity of Parent, Midco, Merger Sub or any of their respective Affiliates; or (L) any loss of, or change in, the relationship of the Company or any of its Subsidiaries, contractual or otherwise, with its brokers, customers, suppliers, vendors, lenders, employees, investors, or joint venture partners arising out of the execution, delivery or performance of this Agreement, the consummation of the Transactions or the announcement of any of the foregoing; except, in the case of the foregoing subclauses (A), (B), (C), (D) and (G), to the extent the impact of such Effect has a materially disproportionate adverse impact on

the Company and its Subsidiaries, taken as a whole, as compared to other companies in the industries in which the Company and its Subsidiaries operate.

“Company Option” means an option to purchase Shares granted under the Company Share Incentive Plans.

“Company Permits” means franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, concessions, registrations, clearances, exemptions, certificates, approvals and orders of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate their respective properties and assets or to carry on their respective businesses as they are now being conducted.

“Company Recommendation” means the recommendation of the Company Board that the shareholders of the Company approve this Agreement, the Plan of Merger and the Transactions.

“Company Restricted Share” means a restricted share granted under a Company Share Incentive Plan.

“Company Restricted Share Unit” means a restricted share unit granted under a Company Share Incentive Plan.

“Company Share Awards” means Company Options, Company Restricted Shares, Company Restricted Share Units and other rights granted pursuant to the Company Share Incentive Plans.

“Company Shareholder Approval” means the approval of this Agreement at the Company Shareholders’ Meeting by the affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy at the Company Shareholders’ Meeting in accordance with the CICL and the Company’s memorandum and articles of association.

“Company Share Incentive Plans” means the ThinkPlus Investment Limited 2005 Stock Plan, the VanceInfo Technology Inc. 2007 Share Incentive Plan, the HiSoft Technology International Limited Amended and Restated Share Incentive Plan, the HiSoft Technology International Limited 2011 Equity Incentive Plan and the Pactera Financial Solutions 2011 Share Incentive Plan, each as amended and supplemented as of the date hereof.

“Company Shareholders’ Meeting” means the extraordinary general meeting of the Company, including any adjournments or postponement thereof, to be held to consider and vote upon the approval of this Agreement, the Plan of Merger and the Transactions.

“Compliant” means, with respect to the Required Information, that (i) such Required Information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such Required Information not

misleading, (ii) such Required Information is, and remains throughout the Marketing Period, compliant, without any updates, supplements or additional information, in all material respects with all applicable requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding subsidiary financial statements and information of the type required by Rule 3-10 or Rule 3-16 of Regulation S-X (but including customary summary guarantor and non-guarantor information typically included in a Rule 144A Offering Documents for debt securities)) for offerings of debt securities on a registration statement on Form S-1 (other than such provisions for which compliance is not customary in a Rule 144A offering of high yield debt securities), (iii) the independent registered public accountants of the Company and its Subsidiaries have not withdrawn any audit opinion with respect to any financial statements contained in the Required Information, (iv) the independent registered public accountants of the Company and its Subsidiaries have confirmed they are prepared to issue customary comfort letters upon the “pricing” of the debt securities included in the Applicable Financing throughout, and on the next Business Day after, the Marketing Period, (v) the financial statements and other financial information (excluding subsidiary financial statements and information required by Regulation S-X Rule 3-10 and Rule 3-16 and Item 4.02(b) of Regulation S-K) included in such Required Information are, and remain throughout the Marketing Period, sufficient to permit (A) a registration statement on Form S-1 using such financial statements and financial information to be declared effective by the SEC throughout, and on each day during, the Marketing Period and (B) the Financing Sources to receive customary comfort letters, including, without limitation, customary “negative assurance” comfort, as contemplated in clause (iv) above in order to market, price and consummate any offering of debt securities on any day during, or the next Business Day after, the Marketing Period, and (vi) the Company’s auditors have consented to the use of their audit opinions related to any audited financial statements included in such Required Information and any interim quarterly financial statements included in such Required Information have been reviewed by the Company’s independent auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU Section 722.

“Confidentiality Agreement” means the confidentiality agreement, dated July 12, 2013, between The Blackstone Group (HK) Limited, which is an Affiliate of the Sponsor, and the Company.

“Consortium Agreement” means the consortium agreement and the joinder agreements relating thereto between Red Pebble Acquisition Co Pte. Ltd. and certain senior management members of the Company named therein dated as of May 19, 2013 and May 22, 2013 respectively, as novated by Red Pebble Acquisition Co Pte. Ltd. to Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. pursuant to a novation agreement on or around the date hereof.

“Contract” shall mean any note, bond, mortgage, indenture, Lease, license, permit, concession, franchise, contract, agreement, arrangement, plan or other instrument, right or obligation.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by Contract, or otherwise.

“Encumbrances” means mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, licenses, outstanding Orders, charges or other claims of third parties or restrictions of any kind, including any easement, reversion interest, right of way or other encumbrance to title, limitations on voting rights, or any option, right of first refusal or right of first offer.

“End Date” means date that is nine (9) months from the date of this Agreement.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974 or any successor statute, as amended and as in effect as of the date hereof.

“ERISA Affiliate” means any entity which, together with the Company or any of its Subsidiaries, is treated as a single employer under Section 4001 of ERISA or Section 414 of the Code.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Expenses” means, with respect to any party hereto, all out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment banking firms and other financial institutions, experts and consultants to such party and its Affiliates) actually incurred or accrued by such party or its Affiliates or on its or their behalf or for which it or they are liable in connection with or related to the authorization, preparation, negotiation, execution and performance of the Transactions, the preparation, printing, filing and mailing of the Schedule 13E-3 and the Proxy Statement, the solicitation of shareholder approvals, the filing of any required notices under applicable Laws and all other matters related to the closing of the Merger and the other Transactions.

“GAAP” means U.S. generally accepted accounting principles.

“Governmental Authority” means any federal, national, foreign, supranational, state, provincial, county, local or other government, governmental, regulatory, administrative or self-regulatory authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction.

“Government Official” means all officers or employees of a government department, agency or instrumentality; permitting agencies; custom officials; political party officials; candidates for political office; officials of public international organizations; employees or affiliates of an enterprise, institute, organization, association or other entity that is owned, sponsored, or controlled by any government.

“HSR Act” means the U. S. Hart—Scott—Rodino Antitrust Improvements Act of 1976.

“Indebtedness” means, with respect to any Person, without duplication: (a) all indebtedness of such Person, whether or not contingent, for borrowed money, including all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; (b) all obligations of such Person for the deferred purchase of property or services (including any earn-outs and other contingent consideration payable in connection with the acquisition of any Person or the assets or business of any Person); (c) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (d) all obligations of such Person as lessee under Leases that have been or should be, in accordance with GAAP, recorded as capital leases; (e) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities; (f) interest rate or currency forwards, futures, swaps, caps, collars or other hedging arrangements or any derivative transaction not entered into for hedging purposes; (g) all Indebtedness of others referred to in clauses (a) through (f) above guaranteed (or in effect guaranteed) directly or indirectly in any manner by such Person; and (h) all Indebtedness of others referred to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

“Intellectual Property” means all rights, title and interests in and to all proprietary rights of every kind and nature however denominated, throughout the world, whether registered or unregistered, including: (a) patents (including all reissues, divisions, provisionals, continuations and continuations-in-part, re-examinations, renewals and extensions thereof), patent applications, patent disclosures or other patent rights, copyrights, design, design registration, and all registrations, applications for registration, and renewals for any of the foregoing, and any “moral” rights, mask work rights, confidential information, trade secrets, database rights, and all other proprietary rights in inventions, works, discoveries, innovations, know-how, and other forms of technology, (b) trademarks, trade names, service marks, service names, brands, trade dress and logos, and the goodwill and activities associated therewith, (c) domain names, rights of privacy and publicity, and moral rights, (d) copyrights, software registrations, software designs, source codes, and copyright registration applications, (e) any and all registrations, applications, recordings, licenses, common law rights, statutory rights, and contractual rights relating to any of the foregoing, and (f) Actions and rights to sue at Law or in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions, or other extensions of legal protections pertaining thereto.

“Investment Agreement” means the investment agreement between Red Pebble Acquisition Co Pte. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs

Fund L.P. dated as of May 27, 2013, as novated by Red Pebble Acquisition Co Pte. Ltd. to Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. pursuant to a novation agreement, dated the date hereof.

“Knowledge of the Company” or “Company’s Knowledge” means the actual knowledge of any of Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li, Minggang Feng and Helena Chen, after due inquiry.

“Knowledge of Parent” or “Parent’s Knowledge” means the actual knowledge of any of Michael Chae, Edward Huang and Carl Wu, after due inquiry.

“Law” means any federal, national, foreign, supranational, state, local, administrative or other law (including common law), statute, ordinance, regulation, requirement, regulatory interpretation, rule, code or Order.

“Lease” means any and all leases, subleases, licenses or other occupancy agreements, sale/leaseback arrangements or similar arrangements.

“Leased Real Property” means the real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries as tenant, sublessee, licensee or occupier, together with, to the extent leased by the Company or any of its Subsidiaries, all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems and equipment affixed thereto and all easements, licenses, rights, hereditaments and appurtenances relating to the foregoing.

“Marketing Period” means the first period of nineteen (19) consecutive Business Days commencing on the first Business Day after which Parent, Midco and Merger Sub shall have received the Required Information, and throughout and on each day during such nineteen (19) consecutive Business Day period (a) such Required Information is and remains Compliant without requiring any updates, supplements or additional information, and (b) the conditions set forth in Section 8.01 and Section 8.02 have been satisfied (other than conditions that by their nature can only be satisfied at Closing) and nothing shall have occurred and no condition shall have existed that would cause any of the conditions set forth in Section 8.01 and Section 8.02 to fail to be satisfied assuming the Closing were to be scheduled for any time during such nineteen (19) consecutive Business Day period; provided that the “Marketing Period” shall not commence and shall be deemed not to have commenced if, on or prior to the completion of such nineteen (19) consecutive Business Day period, (i) Deloitte Touche Tohmatsu LLP shall have withdrawn its audit opinion with respect to any audited financial statements contained in the Required Information (in which case the Marketing Period may not commence unless and until a new audit opinion is issued with respect to the consolidated financial statements of the Company for the applicable periods by Deloitte Touche Tohmatsu LLP, another “big-four” accounting firm or an independent public accounting firm reasonably acceptable to Parent and Midco), (ii) the Company shall have publicly announced any intention to restate any material financial information included in the Required Information or that any such restatement is under consideration, in which case the

Marketing Period shall not commence unless and until such restatement has been completed and the applicable Required Information has been amended or the Company has announced that it has concluded that no restatement shall be required, (iii) any Required Information would not be Compliant at any time during such nineteen (19) consecutive Business Day period (it being understood that if any Required Information provided at the initiation of the Marketing Period ceases to be Compliant during such nineteen (19) consecutive Business Day period, then the Marketing Period shall be deemed not to have commenced), or (iv) the Company shall have failed to file any report with the SEC by the date required under the Exchange Act containing any financial information that would be required to be contained in the Required Information or incorporated therein by reference unless and until all such reports have been filed, and, in the case of each of foregoing clauses (i) through (iv), the requirements in clauses (a) and (b) above would be satisfied throughout and on each day during such nineteen (19) consecutive Business Day period, in which case a new nineteen (19) consecutive Business Day period shall commence upon Parent, Midco and Merger Sub receiving completed Required Information that would be Compliant, and the requirements in clauses (a) and (b) above would be satisfied throughout and on each day during such new nineteen (19) consecutive Business Day period; provided, further, that (x) November 29, 2013 shall not be considered a Business Day for purposes of the Marketing Period and (y) if the Marketing Period has not been completed on or prior to December 20, 2013, the Marketing Period shall commence no earlier than January 6, 2014. If at any time the Company shall in good faith reasonably believe that it has provided all Required Information and such Required Information is Compliant, it may deliver to Parent and Midco a written notice to that effect (stating the date it believes such Required Information was provided), in which case the Company shall be deemed to have complied with such clause (a) above unless Parent and Midco in good faith reasonably believe the Company has not provided all Required Information or that such Required Information is not Compliant and, within five (5) Business Days after the delivery of such notice, deliver a written notice to the Company to that effect, stating with specificity, to the extent reasonably practicable, which items of Required Information have not been provided or are not Compliant.

“Money Laundering Laws” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, and all money laundering-related laws of other jurisdictions where the Company and its Subsidiaries conduct business or own assets, and any related or similar Law issued, administered or enforced by any Governmental Authority.

“NASDAQ” means the NASDAQ Global Select Market.

“Order” means any order, judgment, injunction, award, decision, determination, stipulation, ruling, subpoena, writ, decree or verdict entered by or with any Governmental Authority.

“Owned Real Property” means the real property in which the Company or any of its Subsidiaries has fee title (or equivalent) interest, together with, to the extent owned by the Company or any of its Subsidiaries, all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems and equipment affixed thereto and all easements, licenses, rights, hereditaments and appurtenances relating to the foregoing.

“Parent Board” means the board of directors of Parent.

“Parent Disclosure Schedule” means the disclosure schedule dated as of the date of this Agreement and delivered by Parent to the Company simultaneously with the signing of this Agreement.

“Parent Permits” means franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, concessions, registrations, clearances, exemptions, certificates, approvals and orders of any Governmental Authority necessary for Parent and each of its Subsidiaries to own, lease and operate their respective properties and assets or to carry on their respective businesses as they are now being conducted.

“Permitted Encumbrances” means: (a) liens for Taxes, assessments and charges or levies by Governmental Authorities (x) not yet due and payable or (y) that are being contested in good faith by appropriate proceedings, and for which adequate reserves have been reflected on the books of the Company or its Subsidiaries in accordance with GAAP; (b) materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens arising in the ordinary course of business relating to obligations as to which there is no default on the part of the Company or any of its Subsidiaries or that secure a liquidated amount, in each case, that are being contested in good faith by appropriate proceedings; (c) leases and subleases(other than capital leases and leases underlying sale and leaseback transactions); (d) Encumbrances imposed by applicable Law other than as a result of violation of Law; (e) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (f) pledges or deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case, in the ordinary course of business; (g) easements, covenants and rights of way (unrecorded and of record) and other similar restrictions of record, and zoning, building and other similar restrictions, in each case, that do not adversely affect in any material respect the current use of the applicable property owned, leased, used or held for use by the Company or any of its Subsidiaries; (h) Encumbrances securing indebtedness or liabilities that are reflected in the Company SEC Reports filed or furnished prior to the date hereof; (i) matters which would be disclosed by an accurate survey or inspection of the real property which do not materially impair the occupancy or current use of such real property which they encumber; (j) outbound non-exclusive license agreements and non-disclosure agreements entered into in the ordinary course of business; (k) standard survey and title exceptions; and (l) any other Encumbrances that have been incurred or suffered in the ordinary course of business.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (as defined in Section 13(d)(3) of the Exchange Act), trust, association, entity or Governmental Authority.

“Personal Rights” means all rights of privacy (including personal data privacy), name, portrait, reputation, or personality under applicable Law.

“PRC” means the People’s Republic of China, but solely for purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

“PRC Anti-Monopoly Law” means the Anti-Monopoly Law of the PRC, effective as of August 1, 2008, as amended.

“Real Property” means the Material Leased Real Property and the Owned Real Property.

“Redacted” means, with respect to any fee letter from a Financing Source, redactions relating to fee amounts, “market flex” provisions, “securities demand” provisions and other provisions, provided that such redactions do not relate to any terms that would adversely affect in any material respect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing, except to the extent a reduction in any Financing would be offset by an increase in any other Financing or other funding being made available by such financing source or another financing source.

“Representatives” means a Person’s officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives.

“Required Information” means (a) all financial and all other information (including historical financial statements and pro forma financial statements and data) regarding the Company and its Subsidiaries reasonably required or requested by Parent, Midco or Merger Sub to satisfy the conditions set forth in paragraphs 3 and 4 of Exhibit F to the Debt Financing Commitment and to prepare and deliver the Offering Documents contemplated by, and required to satisfy the conditions set forth in, paragraph 7 of Exhibit F to the Debt Financing Commitment (or the analogous provisions in any amendment, restatement, supplement, modification, replacement or substitution thereof, including any Alternative Debt Financing, pursuant to Section 7.15) in order to market, price and consummate the Applicable Debt Financing, including all financial information under Rule 144A of the Securities Act included in the Applicable Financing; provided that (i) with respect to any pro forma statements and data to be included in the Offering Documents, the Company shall have been furnished information relating to the proposed debt and equity capitalization at least five (5) Business Days prior to the date on which any applicable Marketing Period would otherwise commence, and (ii) Required Information shall not include (A) risk factors specifically relating to all or any component of the Applicable Financing, (B) Compensation Disclosure and Analysis required by

Regulation S-K Item 402(b) or (C) the “description of notes” section of the Offering Documents.

“Rollover Shares” means the Shares set forth in the Contribution Agreements.

“Rollover Shareholders” means the Rollover Shareholders set forth in the Contribution Agreements.

“SAFE” means State Administration of Foreign Exchange of the PRC or its local counterparts.

“SAFE Circular 7” means the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of Overseas Listed Companies issued by SAFE dated February 15, 2012.

“SAFE Circular 75” means Circular 75, issued by SAFE on October 21, 2005, titled “Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles”, effective as of November 1, 2005 together with its implementing rules, including the “Implementation Guidance Relating to Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles” issued by SAFE on May 29, 2007 and effective as of the same day, or any successor rule or supplemental regulation under PRC Law.

“Schedule 13E-3” means the transaction statement on Schedule 13E-3 under the Exchange Act to be filed pursuant to Section 13(e) of the Exchange Act relating to the approval of this Agreement by the shareholders of the Company (together with any amendments thereof or supplements thereto and including any document incorporated by reference therein).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Seller Related Party” means the Company and each of its Affiliates and its and their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.

“Service Provider” means each of the officers, employees, directors and independent contractors of the Company and each of its Subsidiaries.

“Sponsor” means Blackstone Capital Partners (Cayman II) VI L.P.

“Subsidiary” or “Subsidiaries” of any specified Person means an Affiliate controlled by such Person, directly or indirectly, through one or more intermediaries.

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal (each reference to “20%” in the definition of “Acquisition Proposal” shall be

replaced with “50%) on terms that the Company Board (acting through the Special Committee) shall have determined in good faith (after consultation with its financial advisor and outside legal counsel) (A) would be reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial, regulatory, timing and other aspects of the proposal (including certainty of closing) and the Person making the proposal and (B) if consummated, would result in a transaction more favorable to the shareholders of the Company (other than the Rollover Shareholders) from a financial point of view than the Merger (x) after giving effect to all adjustments to the terms thereof which may be offered by Parent in writing (including pursuant to Section 7.03(d)(ii)) and (y) after receiving the advice of the Company Board’s financial advisor (who shall be an internationally recognized investment banking firm); provided, however, that any such offer shall not be deemed to be a “Superior Proposal” if (i) the offer is subject to the conduct of any due diligence review or investigation of the Company or any of its Subsidiaries by the party making the offer or (ii) the consummation of the transaction contemplated by such offer is conditional upon receipt of financing.

“Taxes” means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts, property, sales, service, use, share capital, payroll, employment, social security, social insurance, workers’ compensation, unemployment compensation or net worth, excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes, license, registration, documentation, customs duties, tariffs and similar charges.

“Tax Return” shall mean any return, declaration, report, election, claim for refund or information return or other statement or form filed or required to be filed with any Governmental Authority relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Threshold Amount” means RMB1,200,000 with respect to employees who have employment agreements with the Company or its Subsidiaries governed by PRC Law, and $250,000 with respect to employees who have employment agreements with the Company or its Subsidiaries governed by Laws other than PRC Law.

“U.S.” means the United States of America.

“VanceInfo” means VanceInfo Technologies Inc. that merged with and into Chemistry Merger Sub II Inc. (currently known as VanceInfo Technologies Inc., being a Subsidiary of the Company) in a merger consummated in November 2012 pursuant to the Agreement and Plan of Merger by and among the Company, VanceInfo and others named therein dated as of August 10, 2012 and amended as of August 31, 2013. For the purpose of ARTICLE IV of this Agreement, VanceInfo shall be deemed to be a Subsidiary of the Company.

Section 1.02 Other Defined Terms. The following terms have the meanings set forth in the Sections set forth below:

Defined Term		Location of Definition

ADS(s)		Section 3.01(a)
Agreement		Preamble
Alternative Debt Financing		Section 7.15(b)
Alternative Debt Financing Documents		Section 7.15(b)
Applicable Financing		Section 7.16(a)
Bankruptcy and Equity Exception		Section 4.04(a)
Benefit Plans		Section 4.10(c)
Change in the Company Recommendation		Section 7.03(c)
Change or Termination Notice		Section 7.03(d)(ii)
CICL		Recitals
Closing		Section 2.02
Closing Date		Section 2.02
Company		Preamble
Company Board		Recitals
Company Expenses		Section 9.03(f)
Company Financial Advisor		Section 4.21
Company SEC Reports		Section 4.07(a)
Company Termination Fee		Section 9.03(a)(ii)
Contribution Agreements		Recitals
Covered Insurance Policies		Section 4.15
D&O Insurance		Section 7.06(c)
Debt Financing		Section 5.08(b)
Debt Financing Commitment		Section 5.08(b)
Depositary		Section 3.07
Deposit Agreement		Section 3.07
Dissenting Shareholders		Section 3.05(a)
Dissenting Shares		Section 3.05(a)
Effective Time		Section 2.02
Environmental Laws		Section 4.16(b)(i)
Environmental Permits		Section 4.16(b)(ii)
Equity Commitment Letter		Section 5.08(b)
Equity Financing		Section 5.08(b)
Exchange Fund		Section 3.02(a)
Excluded Shares		Section 3.01(b)
Financing		Section 5.08(b)
Financing Documents		Section 5.08(b)
Financing Sources		Section 7.16(a)
Guarantee		Recitals
Guarantor		Recitals
Hazardous Substance		Section 4.16(b)(iii)
Indemnified Parties		Section 7.06(a)
Material Contract		Section 4.14(a)

Defined Term		Location of Definition

Material IP		Section 4.12(a)
Material Leased Real Property		Section 4.11(b)
Maximum Annual Premium		Section 7.06(c)
Merger		Recitals
Merger Consideration		Section 3.01(a)
Merger Sub		Preamble
Midco		Preamble
Notice Period		Section 7.03(d)(ii)
Offering Documents		Section 7.16(a)
Offshore Bank Designated Account		Section 7.16(b)
Offshore Cash Bridge Required Balance		Section 7.16(b)
Offshore Subsidiary or Offshores Subsidiaries		Section 7.16(b)
Onshore Bank Designated Account		Section 7.16(b)
Onshore Cash Bridge Required Balance		Section 7.16(b)
Onshore Subsidiary or Onshore Subsidiaries		Section 7.16(b)
Outstanding Proposal		Section 9.03(b)
Option Spread		Section 3.04(b)
Parent		Preamble
Parent Expenses		Section 9.03(f)
Parent Termination Fee		Section 9.03(c)
Paying Agent		Section 3.02(a)
Payment		Section 4.19(a)
Plan of Merger		Section 2.02
Proxy Statement		Section 7.01(a)
Release		Section 4.16(b)(iv)
Restraint		Section 8.01(b)
SAFE Circular 75 Rules and Regulations		Section 4.06(d)
SAFE Share Incentive Rules and Regulations		Section 4.10(g)
Share(s)		Section 3.01(a)
Share Certificates		Section 3.01(a)
Software		Section 4.12(b)
Special Committee		Recitals
Surviving Company		Section 2.03
Takeover Statute		Section 4.20
Tax Dispute		Section 4.13(d)
Trade Secrets		Section 4.12(c)
Transactions		Recitals
Uncertificated Shares		Section 3.01(a)
U.S. Economic Sanctions		Section 4.19(e)
Voting Agreements		Recitals

Section 1.03 Interpretation; Headings. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The definitions contained in this Agreement are applicable to the singular as well as the

plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Annex, Article, Section or Exhibit, such reference is to an Article or Section of, or Exhibit to, this Agreement unless otherwise indicated. Except where clearly stated to the contrary, references to sums of money are expressed in lawful currency of the U.S. and “$” refers to U.S. dollars. The table of contents and descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

ARTICLE II

THE MERGER

Section 2.01 The Merger. Upon the terms and subject to the satisfaction or written waiver (where permissible) of the conditions set forth in ARTICLE VIII, and in accordance with the applicable provisions of the CICL, at the Effective Time, Merger Sub shall be merged with and into the Company.

Section 2.02 Closing; Effective Time. The closing of the Merger (the “Closing”) shall take place at 9:00 p.m. (Hong Kong time) at a venue to be agreed upon by Parent and the Company on the third (3rd) Business Day after the satisfaction or written waiver (where permissible) of the conditions set forth in ARTICLE VIII, provided that, notwithstanding the satisfaction or waiver of all of the conditions set forth in ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), if the Marketing Period has not ended, the Closing shall not be required to occur until the earlier of (a) a Business Day during the Marketing Period specified by Parent on no fewer than three (3) Business Days’ prior written notice to the Company and (b) the next Business Day after the final day of the Marketing Period but subject, in the case of each of clauses (a) and (b), to the continued satisfaction or written waiver (where permissible) of the conditions set forth in ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), unless another date, time or place is agreed to in writing by the Company and Parent (the day on which the Closing takes place being the “Closing Date”). On the Closing Date, Merger Sub and the Company shall execute a plan of merger, substantially in the form set out in Annex A (the “Plan of Merger”), and the parties hereto shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Merger shall become effective on the date (the date and time the Merger becomes effective being the “Effective Time”) specified in the Plan of Merger in accordance with the CICL.

Section 2.03 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Plan of Merger and in the applicable provisions of the CICL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (a) Merger Sub shall be merged with and into the Company and, as a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving company of the Merger (the “Surviving Company”) and (b) all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Section 2.04 Memorandum and Articles of Association of Surviving Company. At the Effective Time, and without any further action on the part of the parties hereto, the memorandum and articles of association of Merger Sub then in effect shall be the memorandum and articles of association of the Surviving Company (except that, at the Effective Time, Article I of the memorandum of association of the Surviving Company shall be amended to be and read as follows: “The name of the company is Pactera Technology International Ltd. until thereafter changed or amended as provided therein or by applicable Law.”)

Section 2.05 Directors and Officers. The parties hereto shall take all necessary action such that the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Company unless otherwise determined by Parent prior to the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company, until the earlier of their respective death, resignation or removal or until their respective successors are duly elected and qualified. The officers of the Company (other than the directors) immediately prior to the Effective Time shall be the officers of the Surviving Company, unless otherwise determined by Parent prior to the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their respective successors are duly elected and qualified or until such officer’s earlier death, resignation or removal. This Section 2.05 is for the sole benefit of the parties to this Agreement and nothing herein, express or implied, is intended or shall be construed to (a) constitute a guarantee of employment, (b) confer upon or give to any Person, other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Agreement, or (c) constitute an amendment or modification of any Benefit Plan.

ARTICLE III

CONVERSION OF SECURITIES; MERGER CONSIDERATION

Section 3.01 Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Midco, Merger Sub, the Company or the holders of any security of the Company, the following shall occur:

(a) Merger Consideration; Conversion of Company Shares. Each common share, par value $0.00139482 per share of the Company (a “Share” or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing one

(1) Share (an “ADS” or, collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and the Dissenting Shares) shall be cancelled in exchange for the right to receive $7.30 in cash per Share without interest (the “Merger Consideration”), and each holder of a certificate or certificates which immediately prior to the Effective Time represented such Shares (“Share Certificates”) or uncertificated shares which immediately prior to the Effective Time represented such Shares (“Uncertificated Shares”) shall thereafter cease to have any rights with respect thereto except (i) the right to receive the Merger Consideration in consideration therefor upon surrender of such Share Certificate or transfer of the Uncertificated Shares in accordance with Section 3.02(b) (or in the case of a lost, stolen or destroyed Share Certificate, Section 3.02(g)) or (ii) as provided by Law. As each ADS represents one (1) Share, each ADS issued and outstanding immediately prior to the Effective Time (other than the ADSs representing Excluded Shares and Dissenting Shares) shall be cancelled in exchange for the right to receive an amount in cash equal to the Merger Consideration, without any interest thereon, pursuant to the terms and conditions set forth in the Deposit Agreement. The register of members of the Company will be amended accordingly.

(b) Excluded Shares. Each of (i) the Rollover Shares, (ii) Shares (including such Shares represented by ADSs) held by Parent, the Company or any of their Subsidiaries, including (x) Shares held in brokerage accounts in the name of the Company or issued to the Depository in anticipation of the vesting of the Company Share Awards and (y) Shares that had been clawed back by the Company from employee shareholders and are held by he Company pending cancellation (the “Excluded Shares”) shall remain outstanding and will not be cancelled and no payment or distribution shall be made with respect thereto.

(c) Rollover Shares. Immediately prior to the Effective Time, the Rollover Shareholders shall contribute the Rollover Shares to Parent pursuant to the Contribution Agreements.

(d) Rollover Company Restricted Shares. Unless otherwise determined by Parent, all Company Restricted Shares, whether vested or unvested, shall be converted into restricted shares or restricted share units of Parent, as determined by Parent, pursuant to the terms of the equity incentive plan of Parent, and rollover restricted stock award or restricted stock unit award agreement, as the case may be, consistent with the provisions of Section 3.04(c).

(e) Rollover Company Restricted Share Units. Unless otherwise determined by Parent, all Shares and ADSs otherwise deliverable with respect to the Company Restricted Share Units, whether vested or unvested, shall be converted into restricted share units of Parent pursuant to the terms of the equity incentive plan of Parent, and rollover restricted share unit award agreement, consistent with the provisions of Section 3.04(c).

(f) Share Capital of Merger Sub. Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Surviving Company.

(g) Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect appropriately the effect of any share split, reverse share split, share

dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Shares with a record date occurring on or after the date hereof and prior to the Effective Time.

Section 3.02 Exchange of Share Certificates.

(a) Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company which shall be reasonably satisfactory to the Company (which consent shall not be unreasonably withheld, conditioned or delayed) to act as agent (the “Paying Agent”) for the benefit of the holders of Shares. At the Effective Time (or in the case of Section 3.05, when ascertained), Parent shall deposit, or shall cause to be deposited, with the Paying Agent, for the benefit of the holders of Shares, Company Options, Company Restricted Shares and Company Restricted Share Units, a cash amount in immediately available funds sufficient for the Paying Agent to make payments under Section 3.01(a), Section 3.04(b), Section 3.04(c) and Section 3.05 (such aggregate cash amount being hereafter referred to as the “Exchange Fund”, and in the case of payments under Section 3.05, an amount equal to the number of Dissenting Shares multiplied by the Merger Consideration). The Exchange Fund may be invested by the Paying Agent as directed by Parent; provided, however, that, if Parent directs the Paying Agent to invest the Exchange Fund, such investments shall be in obligations of or guaranteed by the U.S. or any agency or instrumentality thereof and backed by the full faith and credit of the U.S., in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available). If for any reason following the Effective Time (including investment losses or as a result of any Dissenting Shareholder effectively waiving, withdrawing or losing such shareholder’s dissenter rights) the cash in the Exchange Fund is insufficient to fully satisfy all of the payment obligations to be made in cash by the Paying Agent hereunder, Parent or the Surviving Company shall promptly deposit or cause to be deposited cash in immediately available funds into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations. Any interest or other income from such investments shall be paid to and become the income of Parent and any Taxes resulting therefrom shall be paid by Parent. Except as contemplated by Section 3.02(d), the Exchange Fund shall not be used for any purpose other than as specified in this Section 3.02(a).

(b) Payment Procedures.

(i) As promptly as practicable after the Effective Time, but in any event no later than three (3) Business Days following the Effective Time, Parent shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a registered holder of Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (A) a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands reasonably acceptable to Parent and the Company, and shall specify the manner in which the delivery of the Exchange Fund to registered holders of Shares (other than the Excluded Shares and the Dissenting Shares) shall be effected and contain such other provisions as Parent and the Company may

mutually agree) and (B) instructions for effecting the surrender of the Shares pursuant to such letter of transmittal. At the Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Company a cash amount in immediately available funds sufficient to make the payments described under Section 3.04(b) and Section 3.04(c) and the Surviving Company shall make such payments to the Persons entitled to receive such amounts through its payroll or the designated agent of such Persons, subject to all applicable income and employment Taxes and other authorized deductions (including pursuant to Section 3.06) as well as completeness of registrations under SAFE Share Incentive Rules and Regulations.

(ii) Upon surrender to the Paying Agent of a Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) and/or such other documents as may be required pursuant to such instructions to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed in accordance with the instructions thereto, each registered holder of Shares represented by such Share Certificate and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor an amount equal to (x) the number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) or the number of Uncertificated Shares multiplied by (y) the Merger Consideration, and the Share Certificate so surrendered shall forthwith be marked as cancelled.

(iii) Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (A) the Paying Agent will transmit to the Depositary as promptly as reasonably practicable following the Effective Time (but in any event no later than three (3) Business Days) an amount in cash in immediately available funds equal to the product of (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares and Dissenting Shares) and (y) the Merger Consideration, and (B) the Depositary will distribute the Merger Consideration to holders of ADSs pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares and Dissenting Shares) upon surrender by them of the ADSs. The holders of ADSs shall bear any applicable fees, charges and expenses of the Depositary and government charges due to or incurred by the Depositary in connection with distribution of the Merger Consideration to holders of ADSs, including applicable ADS cancellation fees, and any such fees, charges and expenses incurred by the Depositary shall be treated for all purposes of this Agreement as having been paid to the holders of ADSs.

(iv) No interest shall be paid or will accrue on any amount payable in respect of the Shares (including Shares represented by ADSs) pursuant to the provisions of this ARTICLE III. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, the Merger Consideration in respect of such Shares may be paid to such transferee upon delivery of evidence to the satisfaction of Parent (or any agent designated by Parent) of such transferee’s entitlement to the relevant Shares and evidence that any applicable share transfer Taxes have been paid or are not applicable.

(c) No Further Rights in Company Shares. The Merger Consideration paid in respect of the Shares (including Shares represented by ADSs) upon the surrender for exchange of Share Certificates or for Uncertificated Shares in accordance with the terms of this ARTICLE III, shall be deemed to have been paid in full satisfaction for the cancellation of all the Shares previously represented by such Share Certificates or Uncertificated Shares. From and after the Effective Time, the holders of Shares (including Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Law.

(d) Untraceable Shareholders. Remittances for the Merger Consideration shall not be sent to shareholders of the Company who are untraceable unless and until they notify the Paying Agent of their current contact details prior to the Effective Time. A Company shareholder will be deemed to be untraceable if (i) such shareholder has no registered address in the register of members (or branch register) maintained by the Company or, (ii) on the last two (2) consecutive occasions on which a dividend has been paid by the Company a cheque payable to such shareholder either (A) has been sent to such shareholder and has been returned undelivered or has not been cashed or (B) has not been sent to such shareholder because on an earlier occasion a cheque for a dividend so payable has been returned undelivered, and in any such case no valid claim in respect thereof has been communicated in writing to the Company, or (iii) notice of the Company Shareholders’ Meeting has been sent to such shareholder and has been returned undelivered.

(e) Termination of Exchange Fund. Any portion of the Exchange Fund (including proceeds of any investment thereof) that remains undistributed to the holders of Shares on the date that is one (1) year after the Effective Time shall be delivered to Surviving Company, upon demand, and any holders of Shares who have not theretofore complied with this ARTICLE III shall thereafter look only to the Surviving Company for the Merger Consideration to which they are entitled pursuant to ARTICLE III, without any interest thereon. Any amounts remaining unclaimed by such holders which is immediately prior to such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of the Surviving Company or its designee, free and clear of all claims or interest of any Person previously entitled thereto.

(f) No Liability. None of the Paying Agent, Parent or the Surviving Company shall be liable to any holder of Shares (including Shares represented by ADSs) for any Merger Consideration from the Exchange Fund or other cash properly delivered to a public official pursuant to any abandoned property, escheat or similar Law.

(g) Lost Share Certificates. If any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Share Certificate to be lost, stolen or destroyed and, if required by the Surviving Company, the posting by such Person of a bond, in such reasonable amount as the Surviving Company may direct, as indemnity against any claim that may be made against it with respect to such Share Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Share Certificate the Merger Consideration with respect to the Shares formerly represented by such Share Certificate to which the holder thereof is entitled pursuant to Section 3.01(a).

Section 3.03 Register of Members. At the Effective Time, the register of members of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the register of members of the Company. On or after the Effective Time, any Share Certificates or Uncertificated Shares presented to the Paying Agent or Parent for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the Shares formerly represented by such Share Certificates or Uncertificated Shares to which the holders thereof are entitled pursuant to Section 3.01(a).

Section 3.04 Share Incentive Plans and Company Share Awards.

(a) Effective as of the Effective Time, the Company, acting through the Company Board or the Compensation Committee of the Company Board, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary to (i) terminate the Company Share Incentive Plans, and any relevant award agreements applicable to the Company Share Incentive Plans, and (ii) cause the Company Options, Company Restricted Shares and Company Restricted Share Units to be treated as set forth in Section 3.04(b), Section 3.04(c) and Section 3.04(d) below.

(b) At the Effective Time and following the contribution of the Rollover Shares to Parent, unless otherwise determined by Parent, each Company Option, whether vested or unvested, that remains outstanding as of immediately prior to the Effective Time shall be rolled over into either (i) options to acquire shares of common stock of Parent or (ii) restricted stock units of Parent in an amount equal to the result of (A) the excess, if any, of the aggregate Merger Consideration over the aggregate per share exercise price (the “Option Spread”), divided by (B) the per share Merger Consideration, in the sole discretion of Parent, in each case to be held under and pursuant to the terms of the equity incentive plan of Parent and relevant rollover award agreement, provided that the number of options or restricted stock units of Parent, as the case may be, granted in substitution for such options may be further adjusted as determined by Parent (I) consistent with Parent’s capital structure at Closing and (II) to extend the duration of the substituted award if permitted by law and consistent with the terms of the equity incentive plan of Parent; provided, further that (1) in the event that Parent determines that (x) certain vested Company Options are not to be rolled over into options to acquire shares of common stock of Parent or restricted stock units of Parent, such Company Options shall be cancelled in exchange for a payment in cash in an amount equal to the Option Spread (subject to any applicable withholding), payable as promptly as possible after the Effective Time, and (y) certain unvested Company Options are not to be rolled over into options to acquire shares of common stock of Parent or restricted stock units of Parent, such Company Options shall be rolled over into the right to receive deferred cash in an aggregate amount equal to the Option Spread (subject to any applicable withholding) payable at the dates and on the same vesting conditions as the original Company Option grant; and (2) if the per share exercise price of any such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled at Closing without any payment therefor.

(i) each Company Restricted Share and Company Restricted Share Unit, which has vested and remains outstanding as of immediately prior to the Effective Time, unless otherwise determined by Parent, shall be rolled over into a right to receive a substituted restricted share or restricted share unit, as the case may be, in Parent, pursuant to the terms of the equity incentive plan of Parent and applicable rollover restricted share or restricted share unit award agreement, as the case may be; provided that with respect to each Company Restricted Share and Company Restricted Share Unit that Parent determines shall not be rolled over, the holder shall have the right to receive an amount in cash equal to the Merger Consideration in respect of each Share underlying such Company Restricted Share and Company Restricted Share Unit payable as promptly as practicable after the Effective Time;

(ii) each Company Restricted Share and Company Restricted Share Unit, which is not vested and remains outstanding as of immediately prior to the Effective Time, unless otherwise determined by Parent, shall be rolled over into a right to receive a substituted unvested restricted share or unvested restricted share unit, as the case may be, in Parent, pursuant to the terms of the equity incentive plan of Parent and applicable rollover restricted share or restricted share unit award agreement, as the case may be; provided that with respect to each Company Restricted Share and Company Restricted Share Unit that is not rolled over, the holder shall have the right to receive an amount in cash equal to the Merger Consideration in respect of each Share underlying such Company Restricted Share and Company Restricted Share Unit, as the case may be, payable at the date(s) and on the same vesting conditions as the original Company Restricted Share or Company Restricted Share Unit grant, as the case may be; and

(iii) with respect to each Company Restricted Share that is rolled over into Parent, Parent may substitute a restricted share unit in Parent in lieu of a substituted restricted share, provided that the economic terms and conditions of the substituted restricted share unit shall be the same as would have applied to the substituted restricted share.

(d) The Company shall take all reasonable actions necessary to ensure that from and after the Effective Time, neither Parent nor the Surviving Company will be required to issue Shares or other share capital of the Company to any Person pursuant to or in settlement of a Company Share Award, except as provided herein. Parent shall make the determinations contemplated above within thirty (30) days following the execution of the Merger Agreement, and the Company and Parent shall cooperate in issuing notices to each holder of a Company Share Award of the treatment of their Company Share Award pursuant to this Agreement.

Section 3.05 Dissenting Shares.

(a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the CICL, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who shall have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger in accordance with Section 238 of the CICL (collectively, the “Dissenting Shares”; holders of Dissenting Shares being referred to as “Dissenting Shareholders”) shall at the Effective Time be cancelled and cease to

exist, and each such Dissenting Shareholder shall be entitled to receive only the payment of the fair value of such Dissenting Shares held by them determined in accordance with the provisions of Section 238 of the CICL, except that all Shares held by Dissenting Shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their dissenter rights in respect of such Shares under Section 238 of the CICL shall thereupon (i) not be deemed to be Dissenting Shares and (ii) be deemed to have been cancelled and cease to exist, as of the Effective Time, in exchange for the right of the holder thereof to receive the Merger Consideration, without any interest thereon, in the manner provided in Section 3.02.

(b) The Company shall give Parent (i) prompt notice of any objection or dissent to the Merger or demands for appraisal received by the Company, attempted withdrawals of such dissenter rights or demands, and any other instruments served pursuant to the CICL and received by the Company relating to its shareholders’ dissenter rights, and (ii) the opportunity to direct all negotiations and proceedings with respect to any exercise of dissenter rights or any demands for appraisal under the CICL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any exercise of dissenter rights or any demands for appraisal or offer to settle or settle any such dissenter rights or any demands or approve any withdrawal of any such dissenter rights or demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to Section 238(2) of the CICL, the Company shall serve written notice of the authorization of the Merger pursuant to Section 238(4) of the CICL within two (2) Business Days of the approval of the Merger at the Company’s Shareholders’ Meeting hereto.

Section 3.06 Withholding. Parent, Midco, Merger Sub, the Company, the Surviving Company and any of its Subsidiaries, and the Paying Agent shall be able to deduct and withhold from any amounts payable under this Agreement to the extent that Parent, Midco, Merger Sub, the Company, the Surviving Company and any of its Subsidiaries or the Paying Agent (as applicable) is required to deduct and withhold with respect to such payment under any provision of applicable Tax Law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. As of the date of this Agreement, under current Law and based on the relevant facts that are known to Parent and its Affiliates after due inquiry by Parent and its Affiliates, except with respect to (i) any Taxes required to be deducted and withheld from payments treated as compensation under applicable Tax Law to any holder of Company Options, Company Restricted Shares or Company Restricted Share Units and (ii) any Taxes required to be deducted and withheld pursuant to the backup withholding provisions of Section 3406 of the Code and the Treasury regulations thereunder to any holder of Shares or ADSs that has not provided a U.S. Internal Revenue Service Form W-9 or other applicable form or certification, neither Parent nor the Company intends to deduct or withhold any other Taxes from amounts payable under this Agreement. If prior to the Closing Date either Parent or the Company becomes aware of any such other obligation to deduct or withhold from amounts payable under this Agreement, it shall promptly notify the other party in writing of such obligation. If such obligation to deduct or withhold can be reduced or eliminated through the provision of an applicable certification or form, Parent and the Company shall use reasonable best efforts to provide the Person receiving the applicable payment with the opportunity to complete and provide such certification or form prior to the Closing Date.

Section 3.07 Termination of Deposit Agreement. As soon as reasonably practicable after the Effective Time, the Surviving Company shall provide notice to Deutsche Bank Trust Company Americas (the “Depositary”) to terminate the deposit agreement, dated as of June 29, 2010 between the Company, the Depositary and all holders from time to time of ADSs issued thereunder (as amended, the “Deposit Agreement”) in accordance with its terms.

Section 3.08 Agreement of Fair Value. Parent, Midco, Merger Sub and the Company respectively agree that the Merger Consideration represents the fair value of the Shares for the purposes of Section 238(8) of the CICL.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to Parent, Midco and Merger Sub to enter into this Agreement, except (a) as set forth in the corresponding section of the Company Disclosure Schedule (it being agreed that disclosure of any item in any section of the Company Disclosure Schedule shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure, without independent inquiry), or (b) as disclosed in the Company SEC Reports filed or furnished after December 31, 2010 and prior to the date of this Agreement (without giving effect to any amendment to any such Company SEC Report filed or furnished on or after the date hereof and excluding any risk factor disclosures contained under the heading “Risk Factors” or any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, predictive or forward-looking in nature), the Company hereby represents and warrants to Parent, Midco and Merger Sub that:

Section 4.01 Organization and Qualification; Subsidiaries.

(a) Except as set forth in Section 4.01(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Law of the jurisdiction of its organization. The Company and each of its Subsidiaries has the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary or desirable, except where the failure to be so qualified or licensed and in good standing would not have a Company Material Adverse Effect.

(b) A true and complete list of all the Subsidiaries of the Company as of the date hereof, identifying the jurisdiction of incorporation or organization of each such Subsidiary, and the percentage of the outstanding share capital or other equity or similar interests

of each such Subsidiary owned by the Company and each of its other Subsidiaries, is set forth in Section 4.01(b) of the Company Disclosure Schedule.

Section 4.02 Memorandum and Articles of Association. The Company has heretofore furnished to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended to date, of the Company and each of its Subsidiaries. Except as set forth in Section 4.02 of the Company Disclosure Schedule, such memorandum and articles of association or equivalent organizational documents are in full force and effect and have been duly filed, approved or issued (as applicable) by applicable Governmental Authorities. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

Section 4.03 Capitalization.

(a) The authorized share capital of the Company is $167,378.40 divided into 120,000,000 Shares of a par value $0.00139482 per share. As of September 30, 2013, (i) 87,428,902 Shares are issued and outstanding, all of which have been duly authorized and are validly issued, fully paid and non-assessable, which number includes (A) 4,782,601 Shares that are either (1) Shares represented by ADSs held in brokerage accounts in the Company’s name or (2) Shares issued to Depositary in anticipation of the vesting of the Company Share Awards, (B) 28,268 Shares that have been clawed back by the Company from employee shareholders and are held by the Company pending cancellation and (C) 2,806,849 Shares are vested or unvested Company Restricted Shares and (ii) no Shares are held in the treasury of the Company and no Shares are held by any Subsidiary of the Company. Except as set forth in this Section 4.03 and Section 4.03(a) of the Company Disclosure Schedule, there is no share capital or other equity interests in the Company, options, warrants, convertible debt, other convertible instruments, stock appreciation rights, performance units, restricted stock units, contingent value rights, “phantom” stock units or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share capital of or other equity interests in, the Company or any of its Subsidiaries or other rights, agreements, arrangements or commitments of any character to which the Company or any of its Subsidiaries is a party relating to the issued or unissued share capital of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue or sell any share capital, or other equity interests in, the Company or any of its Subsidiaries. All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares or other equity interests in, the Company or any of its Subsidiaries or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Company or any of its Subsidiaries or any other Person. All outstanding Company Share Awards have been issued in compliance with all applicable Laws in all material respects, and all requirements set forth in the applicable Company Share Incentive Plan, and the per share exercise price of each Company Option requiring exercise was equal to or greater than the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Option intended to qualify as an “incentive stock option”, and within the meaning of Section 409A of the Code, in the case of each other Company Option awarded to a U.S.

person). Section 4.03(a) of the Company Disclosure Schedule sets forth, as of the date hereof, the aggregate amount of the outstanding Company Share Awards and the weighted average exercise price (if applicable) under each of the Company Share Incentive Plans. Each Company Share Award may, by its terms, be treated at the Effective Time as set forth in Section 3.04.

(b) Except as set forth in Section 4.03(b) of the Company Disclosure Schedule, the outstanding share capital of, or other equity interests in, each Subsidiary owned directly or indirectly by the Company is (i) duly authorized, validly issued, fully paid and non-assessable, (ii) free and clear of all Encumbrances and (iii) not subject to any outstanding obligations of the Company or any of its Subsidiaries requiring the registration under any securities Law for sale of such share capital or other equity interests. The registered capital of each PRC Subsidiary has been fully and duly paid up within the prescribed time, and each PRC Subsidiary has successfully completed its annual inspection by the competent PRC Governmental Authorities in a timely manner since its establishment. Except for its Subsidiaries set forth in Section 4.01(b) of the Company Disclosure Schedule, the Company does not own or control, directly or indirectly, any share capital of, or other equity interest in, or any interest convertible into or exercisable or exchangeable for any share capital of, or other equity interest in, any other Person. Neither the Company nor any of its Subsidiaries has any agreement, arrangement, relationship or understanding with any Person that facilitates, entitles, obligates or compels or would reasonably be expected to facilitate, entitle, obligate or compel the Company or such Subsidiary to consolidate the financial conditions of any Person (other than the Subsidiaries set forth in Section 4.01(b) of the Company Disclosure Schedule).

(c) No bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of the Company may vote are issued or outstanding.

(d) Except as set forth in Section 4.03(d) of the Company Disclosure Schedule and the Voting Agreements, there are no voting trusts or other agreements to which the Company or any of its Subsidiaries is a party (i) restricting the transfer of, (ii) relating to the voting of, or (iii) requiring the registration under any securities Law for sale of, any Shares or any other share capital of, or other equity interests in, the Company.

Section 4.04 Authority Relative to This Agreement; Vote Required. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, obtaining the Company Shareholder Approval and the filing of the Plan of Merger and related documents as required by the CICL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the accuracy of the representations and warranties of Parent, Midco and Merger Sub in Section 5.12 of this Agreement and the due authorization, execution and delivery by Parent, Midco and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any

applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity, regardless of whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b) The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that this Agreement, the Merger and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the Company and its shareholders (other than the Rollover Shareholders), (ii) approved and declared it advisable to enter into this Agreement, the Plan of Merger and the Transactions, (iii) approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, and (iv) resolved to recommend the approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, by the shareholders of the Company, and directed that the Transactions, including the Merger, this Agreement and the Plan of Merger, be submitted to the shareholders of the Company for their approval at the Company Shareholders’ Meeting. The only vote of the holders of any class or series of share capital of the Company required to approve the Transactions, including the Merger, this Agreement and the Plan of Merger, is the Company Shareholder Approval.

Section 4.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company, and the consummation of the Transactions, including the Merger, will not, (i) conflict with or violate the memorandum and articles of association or other equivalent organizational documents of the Company or any of its Subsidiaries, (ii) assuming the accuracy of the representations and warranties of Parent, Midco and Merger Sub in Section 5.12 of this Agreement, and assuming all consents, approvals, authorizations and other actions described in Section 4.05(b) have been obtained or taken and all filings and obligations described in Section 4.05(b) have been made or satisfied, and assuming the Company Shareholder Approval is obtained, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (iii) except as set forth in Section 4.05(a) of the Company Disclosure Schedule, violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance (other than Permitted Encumbrances) on any property or asset of the Company or any of its Subsidiaries pursuant to any Material Contract or Company Permit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Company Material Adverse Effect.

(b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company, and the consummation of the Transactions, including the Merger, will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for compliance with the applicable requirements, if any, of the Securities Act, the Exchange Act, and the rules and regulations thereunder (including the filing of a Schedule 13E-3, the furnishing of a

Form 6-K with the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 and such Form 6-K to respond to comments of the SEC, if any, on such documents), (ii) for compliance with the rules and regulations of NASDAQ, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands pursuant to the CICL, (iv) for the pre-merger notification and clearance requirements of the PRC Anti-Monopoly Law, the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, the HSR Act (if required), (v) for compliance with requirements of SAFE applicable to the dividend payments or other distributions or fund transfer made for the purpose of providing financing assistance under Section 7.16, and (vi) where the failure to obtain such consents, approvals, clearance, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect.

Section 4.06 Permits; Compliance. (a) Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries are in possession of all Company Permits, except where the failure to possess, or the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to possess, or the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is or has been in conflict with, or in default, breach or violation of, any Law or Company Permit applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except for any such conflicts, defaults, breaches or violations that would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all permits and licenses by, or approvals, filings and registrations with, the PRC Governmental Authorities required to be obtained or made in respect of the PRC Subsidiaries and their operations, have been duly obtained or completed in accordance with applicable Laws, except as otherwise would not have a Company Material Adverse Effect.

(b) Notwithstanding the foregoing, this Section 4.06 shall not be deemed to relate to (i) the Company’s reporting obligations under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder, (ii) labor, employment and employee benefits matters, (iii) Laws relating to Intellectual Property rights or (iv) Taxes, each of which are the subject exclusively of the representations and warranties in Section 4.07, Section 4.10, Section 4.12 and Section 4.13, respectively.

(c) Except as set forth in Section 4.06(c) of the Company Disclosure Schedule, each of the Company and its Subsidiaries is, and since December 31, 2010, has been, in compliance with all Laws applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound, except for any non-compliance that would not have a Company Material Adverse Effect. Except as set forth in Section 4.06(c) of the Company Disclosure Schedule, as of the date of this Agreement, no investigation, charge, assertion or review by any Governmental Authority with respect to the Company or any Subsidiary is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Authority alleged any violation of any such Laws or initiated any such investigation or review of the Company or any of its Subsidiaries, except, in each case, as would not have a Company Material Adverse Effect.

(d) Except as set forth in Section 4.06(d) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, (i) to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Share Awards (other than the Rollover Shareholders that are reporting persons on the Schedule 13D Amendment No.1 with respect to Pactera Technology International Ltd. filed by Mr. Chris Chen and others on September 12, 2013) who is a “domestic resident” (as set forth in SAFE Circular 75) and subject to any of the registration or reporting requirements of SAFE Circular 75 or any other applicable SAFE rules and regulations directly relating to SAFE Circular 75 (collectively and including any successor PRC Law, the “SAFE Circular 75 Rules and Regulations”) has complied with such reporting and/or registration requirements under the SAFE Circular 75 Rules and Regulations with respect to such holder’s investment in the Company, (ii) none of the Company, its Subsidiaries and any such holder has received any written inquiries, notifications, orders or any other forms of correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Circular 75 Rules and Regulations, and (iii) each of the Company, its relevant Subsidiaries and such holder has made all written filings, registrations, reportings or any other communications required by SAFE Circular 75 Rules and Regulations.

Section 4.07 SEC Filings; Financial Statements. Except as set forth in Section 4.07 of the Company Disclosure Schedule:

(a) The Company and VanceInfo have timely filed or furnished, as applicable, all forms, reports, statements, schedules and other documents (together with all exhibits and schedules thereto) required to be filed or furnished by them with the SEC since December 31, 2010 (such forms, reports, statements, schedules and other documents filed or furnished by the Company and VanceInfo since December 31, 2010 and those filed or furnished subsequent to the date hereof, including any amendments thereto and all exhibits and schedules thereto and documents incorporated by reference therein, collectively, the “Company SEC Reports”). The Company SEC Reports (i) at the time they were filed or furnished, as applicable, and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed or furnished, as applicable,, and, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is or has been subject to the reporting requirement of Sections 13(a) or 15(d) of the Exchange Act. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is the subject of ongoing SEC review or investigation.

(b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained (or incorporated by reference) in the Company SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position, results of operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein

(subject, in the case of unaudited statements, to normal and recurring year-end adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules promulgated by the SEC relating to unaudited financial statements).

(c) Neither the Company nor any of its Subsidiaries has any outstanding liability or obligation of any nature (whether accrued, absolute, contingent, determined, determinable or otherwise and whether due or to become due) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, except for liabilities and obligations (i) that are reflected, or for which reserves were established, on the 2012 Balance Sheet, (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2012, (iii) that would not have a Company Material Adverse Effect, or (iv) that are disclosed prior to the date of this Agreement in the Company SEC Reports, incurred in connection with the Transactions or otherwise as contemplated by this Agreement.

(d) The Company has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to any Company SEC Report. The Company has been and is in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the applicable listing and corporate governance rules and regulations of the NASDAQ. To the Knowledge of the Company, there have been no facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act reasonably designed and maintained to ensure that information relating to the Company, including its Subsidiaries, required to be disclosed by the Company in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company maintains internal control over financial reporting (as such term is defined in the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Neither the Company nor, to the Knowledge of the Company, the Company’s outside auditors have identified or been made aware of “significant deficiencies” or “material weakness” (as defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls over financial reporting (as defined in the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data, or any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act, and based on such evaluation, the Company’s certifying officer concluded that such disclosure controls and procedures are effective. As used in this Section 4.07, the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(e) The Company maintains and has maintained a standard system of accounting established and administered in accordance with GAAP in all material respects.

(f) There is no outstanding transaction, or series of similar transactions, agreements, arrangements or understandings, to which the Company or any of its Subsidiaries is a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act in a Company SEC Report that was not so disclosed.

(g) None of the Company or any of its Subsidiaries has any off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Securities Act) that would be required to be disclosed under Item 303 of Regulation S-K promulgated under the Securities Act.

Section 4.08 Absence of Certain Changes or Events. Except as set forth in Section 4.08 of the Company Disclosure Schedule, since December 31, 2012, (a) the Company and its Subsidiaries have conducted their businesses in all material respects in the ordinary course and in a manner consistent with past practice (except for actions taken or not taken in connection with the Transactions), and (b) there has not been any change in the financial condition, business or results of operations of the Company and its Subsidiaries or any circumstance, occurrence or development which has had a Company Material Adverse Effect. Since June 30, 2013, there has been no event, change, occurrence or effect that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 6.01.

Section 4.09 Absence of Litigation. Except as set forth in Section 4.09 of the Company Disclosure Schedule, as of the date of this Agreement, there is no Action pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, before any Governmental Authority that has had or would be reasonably expected to have a Company Material Adverse Effect. Except as set forth in Section 4.09 of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries nor any material property or asset of the Company or any of its Subsidiaries is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the Knowledge of the Company, continuing investigation by, any Governmental Authority or any Order of any Governmental Authority, except as would not have a Company Material Adverse Effect.

Section 4.10 Labor; Employment and Benefits Matters. (a) Except as set forth in Section 4.10(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or similar agreement or understanding with any labor organization, works council, or other representative applicable to persons employed by the Company or any of its Subsidiaries, nor is any such agreement presently being negotiated by the Company or any of its Subsidiaries. There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries before any Governmental Authority and there are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its

Subsidiaries, except as would not have a Company Material Adverse Effect. No executive or key employee of the Company or any of its Subsidiaries has given notice that he or she plans to terminate employment with the Company or the applicable Subsidiary and no significant number of employees of the Company or any of its Subsidiaries have given notice that they plan to terminate employment with the Company or the applicable Subsidiary, except as would not have a Company Material Adverse Effect.

(b) Except (i) as set forth in Section 4.10(b) of the Company Disclosure Schedule or (ii) as would not have a Company Material Adverse Effect, (A) the Company and its Subsidiaries are currently in compliance in all respects with all Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes; and (B) without prejudice to the generality of the foregoing, since December 31, 2010, each PRC Subsidiary has complied with all the applicable PRC Laws in labor management, including without-written-contract requirement, open-ended contract entitlement, paid leaves entitlement, payroll and overtime compensation, and severance payment, and has not been investigated by any Governmental Authority in charge of labor management for violating any PRC labor Law.

(c) Each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA, and each other employment, incentive compensation, bonus, severance, retention, change of control, deferred compensation, equity or equity-based award, or any other material vacation or sick pay, fringe benefit, retirement, post-retirement, life insurance, medical, hospital, disability, welfare, pension, supplemental housing provident fund or other employee benefit plan, program, arrangement or agreement of any kind providing for compensation or benefits, whether or not reduced to writing, in each case maintained by the Company or any of its Subsidiaries for the benefit of any current or former Service Provider or with respect to which the Company or any of its Subsidiaries has or may have any liability (the “Benefit Plans”) is listed on Section 4.10(c) of the Company Disclosure Schedule. True and complete copies of (i) each Benefit Plan, including all amendments thereto, or with respect to any unwritten Benefit Plan, a true and complete summary of the material terms of such plan, (ii) the most recent written plan summary, (iii) the most recent government approval or certification with respect to each Benefit Plan requiring such approval, and (iv) the most recent annual tax filings have been made available to Parent, Midco and Merger Sub.

(d) Except (i) as set forth in Section 4.10(d) of the Company Disclosure Schedule, or (ii) as otherwise specifically provided in this Agreement regarding the Company Share Awards, neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with another event, such as a termination of employment) will (A) result in any payment becoming due to any current or former director or current or former Service Provider under any of the Benefit Plans or otherwise; (B) increase any benefits otherwise payable under any of the Benefit Plans; (C) result in any acceleration of the time of payment or vesting of any such benefits; or (D) limit or restrict the right to amend, terminate or transfer the assets of any Benefit Plan on or following the Effective Time. Except as set forth in Section 4.10(d) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with another event, such as a termination of employment) will (x) result in any

“parachute payment” that would not be deductible by reason of the application of Section 280G of the Code or (y) entitle any Person to any tax gross-up payment.

(e) Except as set forth in Section 4.10(e) of the Company Disclosure Schedule, there is no outstanding Order or pending or threatened claim against the Benefit Plans that would have a Company Material Adverse Effect. Except as could not have a Company Material Adverse Effect, (i) each document prepared in connection with a Benefit Plan complies with applicable Law, (ii) each Benefit Plan has been operated in accordance with its terms, applicable Law, and, to the extent applicable, in accordance with generally accepted accounting principles in the applicable jurisdiction applied to such matters, and (iii) to the Knowledge of the Company, no circumstance, fact or event exists that could result in any default under or violation of any Benefit Plan, and no Action is pending or threatened with respect to any Benefit Plan. Each Benefit Plan that is subject to approval or qualification under applicable Law has received a favorable determination of such status from the applicable Governmental Authority, if applicable, and nothing has occurred that could result in the loss of such approval or qualification. Except as set forth in Section 4.10(e) of the Company Disclosure Schedule, all contributions and premium payments required to be made by the Company or its Subsidiaries to any Benefit Plan (including all social security accounts and housing provident fund accounts of the employees of the Company or its Subsidiaries) prior to the Effective Date have been timely made in all material respects. Neither the Company nor any of its Subsidiaries has any obligations under any Benefit Plan to provide health or other welfare benefits to former Service Providers of the Company or any of its Subsidiaries, except as specifically required by applicable Law.

(f) Except as set forth in Section 4.10(f) of the Company Disclosure Schedule, none of the Benefit Plans is or has ever been subject to ERISA. The Company does not have any liability (contingent or otherwise) with respect to any defined benefit plans or multiemployer plans under Title IV of ERISA or any other Law. Neither the Company nor any ERISA Affiliate maintains or has within the prior six years maintained or contributed to an employee benefit plan subject to Title IV of ERISA or Section 412 of the Code and neither the Company nor any ERISA Affiliate has any material liability (contingent or otherwise) in respect of any such plan.

(g) Except as set forth in Section 4.10(g) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, (i) each holder or beneficial owner of Shares and/or Company Share Awards who has an employment or service relationship with the PRC Subsidiaries (as set forth in SAFE Circular 7) and is subject to any of the registration or reporting requirements under SAFE Circular 7 or any other applicable SAFE rules and regulations directly relating to SAFE Circular 7 (collectively and including any successor PRC Law, the “SAFE Share Incentive Rules and Regulations”) has entrusted certain PRC Subsidiary of the Company to handle the relevant registration and reporting requirements, and both the entrusted PRC Subsidiary and such holder have complied with such reporting and/or registration requirements under the SAFE Share Incentive Rules and Regulations with respect to the entitlement under the Company Share Incentive Plans; (ii) neither the Company nor any of its PRC Subsidiaries has received any written inquiries, notifications, Orders or any other forms of correspondence from SAFE with respect to any actual or alleged non-compliance with the SAFE Share Incentive Rules and Regulations; and (iii) the Company and its

Subsidiaries have made all written filings, registrations, reporting or any other communications required by SAFE Share Incentive Rules and Regulations.

Section 4.11 Real Property; Title to Assets.

(a) Section 4.11(a) of the Company Disclosure Schedule sets forth all of the Owned Real Property of the Company and its Subsidiaries. Except (i) as set forth in Section 4.11(a) of the Company Disclosure Schedule or (ii) as would not have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good and marketable title to each parcel of Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, and the land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full. The Company and its Subsidiaries have duly complied with, in all material respects, the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property.

(b) Section 4.11(b) of the Company Disclosure Schedule sets forth all of the Leases of the Company and its Subsidiaries that, individually or together with other Leases of the Company and its Subsidiaries relating to adjacent premises, provide for (i) leased areas of more than 1,000 square meters, (ii) annual rents of more than $500,000 or (iii) rent free periods, rent subsidies or similar arrangements having a value of more than $500,000 per annum (“Material Leased Real Property”). The Company has made available to Parent copies of all Leases under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any Material Leased Real Property (and all modifications, amendments and supplements thereto). Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, (A) each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of the Material Leased Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, and (B) each Lease for the Material Leased Real Property as set forth in Section 4.11(b) of the Company Disclosure Schedule is valid, binding and enforceable, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its applicable Subsidiaries is in breach or violation of, or default under any Lease for Material Leased Real Property except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c) Except as would not reasonably be expected to have a Company Material Adverse Effect (i) each Real Property is in compliance with all existing Laws applicable to such Real Property, including such Laws in respect of land expropriation, land bidding, city planning and zoning, construction design, building construction, and construction inspection and acceptance; (ii) each Real Property is permitted to be used for the business that the Company or its relevant Subsidiary (as applicable) currently operates therein; and (iii) each of the Company and its Subsidiaries is permitted to conduct business in the relevant Real Property.

(d) Except as set forth in Section 4.11(d) of the Company Disclosure Schedule, as of the date of this Agreement, no party to any Lease has given written notice to the Company or any of its Subsidiaries of or made a written claim against the Company or any of its

Subsidiaries with respect to any material breach or default thereunder. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice of the existence of any outstanding Order, and, to the Knowledge of the Company, there is no such Order threatened, relating to the ownership, lease, use, occupancy or operation by any Person of any Real Property.

(e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have good title to, or a valid and binding leasehold interest in, all other properties and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property), in each case free and clear of all Encumbrances, except Permitted Encumbrances.

Section 4.12 Intellectual Property.

(a) Section 4.12(a) of the Company Disclosure Schedule sets forth an accurate and complete list of all Intellectual Property that is owned by or is licensed to the Company or any of its Subsidiaries, that the Company or any of its Subsidiaries uses or contemplates using, and that is material to the respective businesses of the Company and its Subsidiaries as conducted as of the date hereof (the “Material IP”).

(b) Except as set forth in Section 4.12(b) of the Company Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries own or have a valid and enforceable right or license to use (in the manner in which the same is being used on the date hereof), all Material IP (except for Software (defined below), which is contemplated in Section 4.12(b)(ii) below), and in the case of such Material IP owned by the Company or its Subsidiaries, free and clear of all Encumbrances, except Permitted Encumbrances; (ii) (A) the Company and its Subsidiaries own or have a valid right or license to use, sell, transfer and otherwise exploit all material software and copyrights used in connection with the businesses of the Company and its Subsidiaries as currently conducted (the “Software”), and in the case of such Software owned by the Company or its Subsidiaries, free and clear of all Encumbrances, except Permitted Encumbrances, (B) the Company and its Subsidiaries possess the source code, object code and documentation for all Software owned by the Company and its Subsidiaries, (C) the Company and its Subsidiaries have not disclosed the source code of any Software to any third party, except pursuant to valid and appropriate non-disclosure and/or license agreements or pursuant to duties and obligations arising by operation of applicable Law, and (D) no Software is subject to any obligation that would require the Company or its Subsidiaries to disclose to any Person any source code or trade secret that is part of any Software, except pursuant to valid and appropriate non-disclosure and/or license agreements; (iii) all Material IP is valid and subsisting, all prosecution, maintenance, renewal and other similar fees therefor have been paid and are current, and all registrations and applications therefor remain in full force and effect; (iv) all of the Material IP disclosed as owned by the Company or its Subsidiaries belong to the Company or its Subsidiaries and are not the property of a third party such as a customer; (v) all current and former employees, consultants, or contractors who have participated in the creation or development of any Intellectual Property created or developed by, for or under the direction or supervision of the Company or any of its Subsidiaries, have executed and delivered to the Company or its Subsidiaries valid and enforceable agreements (A) providing for the non-disclosure by such Person of confidential

information, and (B) providing for the assignment by such Person to the Company or its Subsidiaries of any Intellectual Property developed or arising out of such Person’s employment by, engagement by or contract with the Company or its Subsidiaries; (vi) the Company and its Subsidiaries have paid all such legally required rewards and remuneration to such Persons, and there are no pending Actions or, to the Knowledge of the Company, threatened Actions regarding the payment of such legally required rewards and remuneration to such Persons; (vii) there are no pending or, to the Knowledge of the Company, threatened Actions by any Person alleging infringement, dilution, unauthorized disclosure, or misappropriation by the Company or any of its Subsidiaries of the Intellectual Property rights of such Person, demands or unsolicited offers to license any Intellectual Property, or challenges to the validity, enforceability or ownership of, or the right to use, any Intellectual Property owned by the Company or any of its Subsidiaries; (viii) to the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries as currently conducted does not infringe, dilute, or misappropriate any Intellectual Property rights of any Person; (ix) neither the Company nor any of its Subsidiaries has interfered with, infringed upon, disclosed without authorization, misused, misappropriated or otherwise violated any Intellectual Property rights or the Personal Rights or personal information of any third party; and (x) no Person has infringed, diluted or misappropriated any Intellectual Property owned by the Company or its Subsidiaries.

(c) The Company and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality, integrity, and security of (A) personal information, material confidential or proprietary information, and trade secrets of the Company and its Subsidiaries, (B) personal information, material confidential or proprietary information, and trade secrets entrusted to the Company or any of its Subsidiaries by their customers, clients, or other Persons to whom the Company or any of its Subsidiaries owes a duty or obligation under applicable Law or any written Contract to maintain the security or confidentiality thereof, and (C) personal information, material confidential or proprietary information and trade secrets developed or collected by the Company or any of its Subsidiaries that, in accordance with written Contracts or by operation of applicable Law, belong to their customers, clients, or other Persons and regarding which the Company or any of its Subsidiaries owes a duty or obligation under applicable Law or any written Contract to maintain the security or confidentiality thereof (together, the “Trade Secrets”).

(d) Except as set forth in Section 4.12(d) of the Company Disclosure Schedule, (i) except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are not in breach of any requirements for or restrictions regarding subcontracting, sublicensing, or disclosure of Intellectual Property, Trade Secrets, or personal information of the Company, its Subsidiaries, or of their clients or customers to any Person (including the Company’s Subsidiaries), contained in any applicable Contracts with any of the Company’s or its Subsidiaries’ customers or clients or under applicable Law, and (ii) the Company has intercompany non-disclosure and/or license agreements with and among all of its Subsidiaries that create, use, collect, access, disclose or are disclosed the Intellectual Property, Trade Secrets, and personal information of the Company or the Company’s customers or clients.

Section 4.13 Taxes. (a) Except as set forth in Section 4.13(a) of the Company Disclosure Schedule, since December 31, 2009, all material Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have been timely filed (taking

into account any extension of time within which to file) and all such Tax Returns are true, correct and complete in all material respects.

(b) Except as set forth in Section 4.13(b) of the Company Disclosure Schedule, since December 31, 2009, all material Taxes of the Company and its Subsidiaries that are due and payable (whether or not shown on any Tax Return) have been timely paid. Neither the Company nor any of its Subsidiaries has incurred any material liability for Taxes since December 31, 2012 other than in the ordinary course of business consistent with past practice and other than to the extent the tax liability has been paid. Since December 31, 2009, there are no material Tax liens on the assets of the Company or any of its Subsidiaries other than for (x) Taxes not yet due and payable and (y) Taxes that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been reflected on the books of the Company or its Subsidiaries in accordance with GAAP.

(c) Except as set forth in Section 4.13(c) of the Company Disclosure Schedule, since December 31, 2009, each of the Company and its Subsidiaries has timely paid and withheld all material Taxes required to be paid or withheld with respect to their employees, independent contractors, creditors and other third parties (and timely paid over such Taxes to the appropriate Governmental Authority) and have otherwise materially complied with all Tax payments, withholding and reporting requirements.

(d) Except as set forth in Section 4.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has executed any waiver of any statute of limitations that is currently in effect or agreed to any extension of any period currently in effect for the assessment or collection of any material Tax. The Company has not sent a written response in respect of any audit or other examination or administrative, judicial or other proceeding of, or with respect to, any material Tax Return or material Taxes of the Company or any of its Subsidiaries that is currently in progress (each a “Tax Dispute”). The Company is not otherwise actively contesting any Tax Dispute and no Tax Dispute has been threatened in writing against the Company or any of its Subsidiaries. No material deficiency for any amount of Tax has been asserted or assessed by a Governmental Authority against the Company or any of its Subsidiaries that has not been satisfied by payment, settled or withdrawn. The Company and its Subsidiaries have fully complied with all requirements of any Tax exemptions, reductions, holiday and preference claimed on any Tax Return.

(e) No written claim has ever been made by any taxing authority in a jurisdiction where the Company or a Subsidiary of the Company does not file Tax Returns that the Company or such Subsidiary is subject to Tax in that jurisdiction or is deemed a tax resident of such jurisdiction.

(f) Neither the Company nor any of its Subsidiaries is a party to or is bound by any tax sharing agreement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries).

(g) Neither the Company nor any of its Subsidiaries has participated in (x) a “listed transaction” within the meaning of Section 1.6011-4(b)(2) of the income tax regulations

promulgated under the Code or under any comparable provisions of non-U.S. law or (y) to the Company’s Knowledge, an international boycott within the meaning of Section 999 of the Code.

Section 4.14 Material Contracts.

(a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Reports that are made available to Parent prior to the date hereof or set forth in Section 4.14 of the Company Disclosure Schedule, as of the date hereof, none of the Company or its Subsidiaries is a party to or bound by any Contract that:

(i) would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits to the Company’s most recently filed annual report on Form 20-F under which there are material rights or obligations outstanding;

(ii) would, individually or in the aggregate, prevent, materially delay or materially impair the Company’s ability to consummate the Transactions;

(iii) is (A) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, or mortgage, or (B) a Contract relating to Indebtedness or Encumbrance, in each case, having an outstanding amount in excess of $500,000 individually or $3,000,000 in the aggregate other than (x) intercompany agreements or (y) a Contract in respect of any bank acceptance, cash collateralized letter of guarantees, letter of credit, pledge or deposit to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature provided that the aggregate outstanding amount of Indebtedness referred to in clause (y) shall not exceed $4,000,000;

(iv) is a Contract pursuant to which the Company or any of its Subsidiaries was granted any land use rights;

(v) involves the acquisition from another Person or disposition to another Person, directly or indirectly (by merger, license, Contract or otherwise), of share capital, other equity interests or control of another Person including the acquisition of all or substantially all assets of such Person (1) which took place after December 31, 2012, or (2) contains representations, warranties, covenants, indemnities, tax sharing provisions or other obligations (including indemnification, “earn-out” (when in cash or in any other form of consideration) or other contingent obligations) that are still in effect and, individually, could reasonably be expected to result in payments by the Company or any of its Subsidiaries in excess of $1,000,000. As of June 30, 2013, the aggregate amount of contingent payment obligations arising out of acquisitions by the Company, determined in a manner consistent with GAAP, is approximately $36 million;

(vi) prohibits the payment of dividends or distributions in respect of the share capital of the Company or any of its wholly owned Subsidiaries, prohibits the pledging of the share capital of the Company or any of its wholly owned Subsidiaries or prohibits the issuance of any guaranty by the Company or any of its wholly owned Subsidiaries;

(vii) is a license agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any of its Subsidiaries licenses in Intellectual Property or licenses out Intellectual Property owned by the Company or its Subsidiaries (other than license agreements for commercially available software on standard terms);

(viii) (in respect of any master service agreement with a customer that is any of the top twenty (20) customers of the Company for the financial year ended December 31, 2012, or any statements of work or purchase orders under such master service agreement only), contains provisions that prohibit the Company or any of its Subsidiaries from competing in any material line of business in any material respect, grant a right of exclusivity to any Person which prevents the Company or its Subsidiaries from entering any territory, market or field anywhere in the world in any material respect, subject the Company or any of its Subsidiaries to “most favored nation,” “benchmarking” or “price downward adjustment” obligations, or could require the Company or any of its Subsidiaries to transfer any of its assets or operations (including CDCs) to a third party;

(ix) provides for any change of control or similar payments in excess of $3,000,000;

(x) is a Contract (excluding purchase orders or statements of work) under which the actual payment or receipt of amounts by the Company or its Subsidiaries of more than $6,000,000 (other than any Contract referenced in clause (xii) below) during the first six (6) months for the financial year ending December 31, 2013;

(xi) is a master service agreement or similar Contract (excluding purchase orders or statements of work), between the Company or any of its Subsidiaries, on the one hand, and any of the top twenty (20) customers of the Company for the financial year ended December 31, 2012, on the other hand;

(xii) is a joint venture contract, strategic cooperation or partnership arrangement (including cooperation or long-term agency contracts entered into at the corporate headquarters level with insurance companies), or any other agreement involving a sharing of profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any third party;

(xiii) is between the Company or any of its Subsidiaries, on the one hand, and any directors or executive officers of the Company or any of its Subsidiaries or their immediate family members or shareholders of the Company or any Subsidiary holding more than 5% of the voting securities of the Company or any Subsidiary, on the other hand, under which there are material rights or obligations outstanding;

(xiv) involves waiver, compromise, or settlement of any Action, other than the settlement of any Action (A) in the ordinary course of business and consistent with past practice or (B) involving an amount in dispute of not more than $500,000;

(xv) is between the Company or any of its Subsidiaries, on the one hand, and a Governmental Authority, on the other hand, with a transaction amount of more than $2,000,000; or

(xvi) any other Contracts, whether or not made in the ordinary course of business, the absence of which would reasonably be expected to have a Material Adverse Effect.

Each such Contract described in clauses (i) through (xvi) above is referred to herein as a “Material Contract”; provided that Material Contracts shall not include any (x) Benefit Plans, (y) any purchase orders or statements of work and (z) any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other Contract between the Company or one of its Subsidiaries and any Service Provider with respect to which the Company or one of its Subsidiaries has or may have any material liability or obligation, which Contracts are dealt with exclusively in Section 4.10.

(b) Except as would not have a Company Material Adverse Effect, (i) each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiaries party thereto and, to the Company’s Knowledge, the other parties thereto, in each case subject to the Bankruptcy and Equity Exception; (ii) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in breach or violation of, or default under, any Material Contract and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s Knowledge, the action or inaction of any third party, that with notice or lapse of time or both would constitute a breach or violation of, or default under, any Material Contract; and (iii) to the Company’s Knowledge, the Company and its Subsidiaries have not received any written claim or notice of default, termination or cancellation under any such Material Contract.

Section 4.15 Insurance. Section 4.15 of the Company Disclosure Schedule sets forth a true and complete list of insurance policies maintained by the Company that cover insurance amounts of more than $5,000,000 (the “Covered Insurance Policies”) and each of its Subsidiaries and the claims that have been made and/or settled under such insurance policies. Except as would not have a Company Material Adverse Effect, (a) all insurance policies relating to the business, assets, liabilities and operations of the Company and its Subsidiaries are in full force and effect and are of the type and in such amounts as reasonably required for the operation of the business of the Company and its Subsidiaries and against such risks as is sufficient to comply with applicable Law and requirements under applicable Material Contracts, and (b) neither the Company nor any of its Subsidiaries is in breach or default, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, of any Covered Insurance Policy, and (c) the Company has no reason to believe that it or any of its Subsidiaries will not be able to (i) renew its existing Covered Insurance Policies as and when such policies expire or (ii) obtain comparable coverage from comparable insurers as may be necessary to continue its business without a significant increase in cost.

Section 4.16 Environmental Matters. (a) Except as set forth in Section 4.16(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries are now and have been in compliance with all applicable Environmental Laws, and possess and are now and have been since December 31, 2010 in compliance with all applicable Environmental Permits necessary to operate the business as presently operated, (ii) there have been no releases of Hazardous Substance at or on any property owned or operated by the Company or any of its Subsidiaries, (iii) no property owned or operated by the Company or any of its Subsidiaries has been contaminated with any Hazardous Substance, (iv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries is in violation of or liable under any Environmental Law, (v) neither the Company nor any of its Subsidiaries is subject to any Order with any Governmental Authority or agreement with any third party concerning liability under any Environmental Law or relating to Hazardous Substances, and (vi) subject to compliance with applicable Environmental Laws, none of the Company or any of its Subsidiaries is required to spend substantial capital expenditure due to environmental protection reasons.

(b) For purposes of this Agreement, the following terms shall have the meanings set forth below:

(i) “Environmental Laws” means any applicable Law of the PRC and any other jurisdiction in which the Company or any of its Subsidiaries has a presence relating to: (A) Releases or threatened Releases of Hazardous Substance, (B) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substance, or (C) the protection of the environment or human health and safety (including radioisotope safety, bio safety and fire protection).

(ii) “Environmental Permits” means all assessments, permits, licenses, registrations, approvals, and other authorizations required under applicable Environmental Laws.

(iii) “Hazardous Substance” means any substance or waste defined and regulated as hazardous, acutely hazardous, or toxic under applicable Environmental Laws.

(iv) “Release” means any release, spill, emission, leaking, pumping, pouring, injection, deposit, dumping, emptying, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, or into or out of any property.

Section 4.17 Customers and Suppliers. Section 4.17 of the Company Disclosure Schedule lists the (a) thirty (30) largest customers of the Company and its Subsidiaries (determined on the basis of aggregate revenues recognized by the Company and its Subsidiaries during the first six (6) months for the financial year ending December 31, 2013), and (b) ten (10) largest subcontractors of the Company and its Subsidiaries (determined on the basis of aggregate purchases made by the Company and its Subsidiaries during the first six (6) months for the financial year ending December 31, 2013 and excluding subcontractors’ procuring equipment for the Company). Neither the Company nor any of its Subsidiaries has

received any written notice from any such customer or supplier that it intends to terminate, materially reduce, or not renew, its relationship with the Company or such Subsidiary, as the case may be, and to the Knowledge of the Company, no such customer or supplier intends to terminate, materially reduce, cancel, or otherwise terminate its relationship with the Company or such Subsidiary, as the case may be.

Section 4.18 Interested Party Transactions. Except as set forth in Section 4.18 of the Company Disclosure Schedule, none of the officers or directors of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries which would be required to be reported under Item 404 of Regulation S-K of the SEC (other than for services as officers, directors and employees of the Company or any of its Subsidiaries), other than for (a) payment of salary or fees for services rendered in the capacity of an officer, director or employee of the Company or any of its Subsidiaries), (b) reimbursement for expenses incurred on behalf of the Company or any of its Subsidiaries and (c) other employee benefits, including share award agreements under any share incentive plan of the Company or any of its Subsidiaries.

Section 4.19 Compliance with Anti-Corruption Laws.

(a) Neither the Company nor any of its Subsidiaries nor any of their respective directors, officers or, to the Company’s Knowledge, agents has in any respect taken any action, failed to take any action or has been alleged to have taken any action that, directly or indirectly, would constitute a violation by such Persons of Anti-Corruption Laws, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value (“Payment”) (i) to or for the use of any Government Official, (ii) to any other Person either for an advance or reimbursement, if it knows or has reason to know that any part of such Payment will be directly or indirectly given or paid by such other Person, or will reimburse such other Person for Payments previously made, to any Government Official; or (iii) to any other Person or entity, to obtain or keep business or to secure some other improper advantage, the payment of which would violate applicable Anti-Corruption Laws, in each case except as would not be material. Without limiting the generality of the foregoing, none of the Company, any of its Subsidiaries and their respective directors, officers, employees or, to the Company’s Knowledge, agents has directly or indirectly, (x) made any contribution, gift, bribe, payoff, influence payment, kickback, or any other fraudulent payment in any form, whether in money, property, or services to any Person in the PRC, in violation of any applicable Anti-Corruption Laws: (1) to obtain favorable treatment in securing business for the Company or its Subsidiaries, (2) to pay for favorable treatment for business that is already secured, or (3) to obtain special concessions or for special concessions already obtained, for or in respect of the Company or its Subsidiaries; or (y) established or maintained any fund or assets in which a PRC Subsidiary has proprietary rights and which have not been recorded in the books and records of the relevant PRC Subsidiaries, except, in each case, as would not be material.

(b) Neither the Company nor any of its Subsidiaries is a governmental entity or an instrumentality of a government.

(c) To the Company’s Knowledge, no director, officer, agent or employee of the Company or any of its Subsidiaries is currently a Government Official.

(d) To the Company’s Knowledge, no Government Official has any material legal or beneficial interest in the Transactions or any Payments to be made in connection with the Transactions.

(e) Neither the Company nor any of its Subsidiaries nor any of their respective directors, officers or, to the Company’s Knowledge, agents is subject to any sanction administered by the Office of Foreign Assets Control of the United States Treasury Department (“U.S. Economic Sanctions”) and none of them have made any sales to or engage in business activities with or for the benefit of any Persons and countries that are subject to U.S. Economic Sanctions, including any “Specially Designated Nationals and Blocked Persons.”

(f) The operations of the Company and each of its Subsidiaries have been conducted at all times in compliance with Money Laundering Laws in all material respects.

Section 4.20 Takeover Statutes. The Company is not a party to a shareholder rights agreement, “poison pill” or similar agreement or plan. No “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (save for CICL) or any similar anti-takeover provision in the Company’s memorandum and articles of association (each, a “Takeover Statute”) is applicable to the Company, the Shares, the Merger or other Transactions.

Section 4.21 Opinion of Financial Advisor. The Special Committee has received the written opinion of J.P. Morgan Securities (Asia Pacific) Limited (the “Company Financial Advisor”), dated the date of this Agreement, subject to the limitations, qualifications and assumptions set forth therein, to the effect that, as of the date of this Agreement, the Merger Consideration is fair, from a financial point of view, to the holders of each of the Shares and the ADSs (in each case, other than Parent, Midco, Merger Sub, the Rollover Shareholders, the Sponsor and the Dissenting Shareholders), and a copy of such opinion will be delivered to Parent, solely for informational purposes, promptly following the execution of this Agreement. It is agreed and understood that such opinion may not be relied on by Parent, Midco, Merger Sub or any of their respective Affiliates.

Section 4.22 Brokers. No broker, finder or investment banker (other than the Company Financial Advisor) is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company. The Company has made available to Parent, Midco and Merger Sub a complete and accurate copy of all agreements pursuant to which the Company Financial Advisor is entitled to any fees and expenses in connection with the Transactions. On or prior to the date hereof, the Company has provided to Parent (i) the approximate aggregate amount of all unpaid Expenses of the Company as of the date hereof and (ii) the Company’s good faith estimate of the aggregate amount of unpaid Expenses of financial and legal advisors of the Company as of immediately prior to the Effective Time (based on the assumptions set forth therein).

Section 4.23 No Additional Representations. Except for the representations and warranties made by the Company in this ARTICLE IV, neither the Company nor any other Person makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any information provided to Parent, Midco, Merger Sub or any of their Affiliates or Representatives, notwithstanding the delivery or disclosure to Parent, Midco, Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information in connection with the Transactions, and each of Parent, Midco and Merger Sub acknowledges the foregoing. Neither the Company nor any other Person will have or be subject to any liability or indemnity obligations to Parent, Midco, Merger Sub or any other Person resulting from the distribution or disclosure or failure to distribute or disclose to Parent, Midco, Merger Sub or any of their Affiliates or Representatives, or their use of, any information, unless and to the extent such information is expressly included in the representations and warranties contained in this ARTICLE IV.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT, MIDCO AND MERGER SUB

As an inducement to the Company to enter into this Agreement, except as set forth in the corresponding section of the Parent Disclosure Schedule (it being agreed that disclosure of any item in any section of the Parent Disclosure Schedule shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure, without independent inquiry), Parent, Midco and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:

Section 5.01 Corporate Organization. Each of Parent, Midco and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, prevent or materially adversely affect the ability of Parent, Midco or Merger Sub to consummate the Transactions.

Section 5.02 Memorandum and Articles of Association. Parent has heretofore furnished to the Company a complete and correct copy of the memorandum and articles of association of Parent, the memorandum and articles of association of Midco, and the memorandum and articles of association of Merger Sub, each as amended to date. Such memorandum and articles of association or equivalent organizational documents are in full force and effect. None of Parent, Midco or Merger Sub is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents.

Section 5.03 Capitalization.

(a) As of the date hereof, the authorized share capital of Parent consists solely of 5,000,000 ordinary shares, par value $0.01 per share. As of the date of this Agreement,

one (1) ordinary share is issued and outstanding, which is duly authorized, validly issued, fully paid and non-assessable. Except as set forth in the Contribution Agreements and the Equity Commitment Letter, there are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of Parent, Midco or Merger Sub or obligating Parent, Midco or Merger Sub to issue or sell any share capital of, or other equity interests in, Parent, Midco or Merger Sub. All ordinary shares of Parent subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable.

(b) As of the date hereof, the authorized share capital of Midco consists of 5,000,000 ordinary shares, par value $0.01 per share. As of the date hereof, one (1) ordinary share is issued and outstanding, which is duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights in respect thereof and is owned by Parent. All outstanding shares of Midco are owned by Parent free and clear of all Encumbrances, except where failure to own such shares free and clear would not, individually or in the aggregate, materially adversely affect Parent’s ability to consummate the Transactions.

(c) As of the date hereof, the authorized share capital of Merger Sub consists of 5,000,000 ordinary shares, par value $0.01 per share. As of the date hereof, one (1) ordinary share is issued and outstanding, which is duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights in respect thereof and is owned by Midco. All outstanding shares of Merger Sub are owned by Midco free and clear of all Encumbrances, except where failure to own such shares free and clear would not, individually or in the aggregate, materially adversely affect Midco’s ability to consummate the Transactions.

Section 5.04 Authority Relative to This Agreement.

(a) Each of Parent, Midco and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to the approval of this Agreement by Parent in accordance with Section 7.08(g), to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent, Midco and Merger Sub and the consummation by Parent, Midco and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Midco or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval of this Agreement by Parent in accordance with Section 7.08(g) and the filing of the Plan of Merger and related documents as required by the CICL). This Agreement has been duly and validly executed and delivered by each of Parent, Midco and Merger Sub and constitutes a valid, legal and binding agreement of each of Parent, Midco and Merger Sub, enforceable against each of Parent, Midco and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b) The Parent Board, the board of directors of Midco and the board of directors of Merger Sub have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the Transactions by Parent, Midco and Merger Sub, as the case may be, and taken all such actions as

may be required to be taken by the Parent Board, the board of directors of Midco and the board of directors of Merger Sub to effect the Transactions.

Section 5.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by each of Parent, Midco and Merger Sub do not, and the performance of this Agreement by each of Parent, Midco and Merger Sub, and the consummation of the Merger, will not, (i) conflict with or violate the memorandum and articles of association or other equivalent organizational documents of Parent, Midco or Merger Sub, (ii) assuming all consents, approvals, authorizations and other actions described in Section 5.05(b) have been obtained or taken and all filings and obligations described in Section 5.05(b) have been made or satisfied, and subject to the approval of this Agreement by Parent in accordance with Section 7.08(g), conflict with or violate any Law applicable to Parent, Midco or Merger Sub or by which any property or asset of Parent, Midco or Merger Sub is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in any loss of any benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of Parent, Midco or Merger Sub pursuant to, any Contract, Parent Permit or other instrument or obligation to which Parent, Midco or Merger Sub is a party or by which Parent, Midco or Merger Sub or any property or asset of Parent, Midco or Merger Sub is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, prevent or materially adversely affect the ability of Parent, Midco or Merger Sub to consummate the Transactions.

(b) The execution and delivery of this Agreement by each of Parent, Midco and Merger Sub do not, and the performance of this Agreement by each of Parent, Midco and Merger Sub, and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, and the rules and regulations thereunder (including the filing of the Proxy Statement, and the filing of one or more amendments to the Proxy Statement to respond to comments of the SEC, if any, on such documents), (ii) for compliance with the rules and regulations of NASDAQ, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands pursuant to the CICL, (iv) for the pre-merger notification and clearance requirements of the PRC Anti-Monopoly Law, the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, the HSR Act (if required), and (v) where the failure to obtain such consents, approvals, clearance, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially adversely affect the ability of Parent, Midco or Merger Sub to consummate the Transactions.

Section 5.06 Operations of Parent, Midco and Merger Sub. Parent, Midco and Merger Sub were formed solely for the purpose of engaging in the Transactions (including the contribution of Rollover Shares). Except for obligations or liabilities incurred in connection with its formation and related to the Transactions (including in connection with arrangement of the Debt Financing), each of Parent, Midco and Merger Sub has not incurred and

will not, prior to the Effective Time, incur, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities, or engage in any business activities of any type or kind whatsoever or enter into any agreements or arrangements with any Person.

Section 5.07 Absence of Litigation. There is no Action pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, before any Governmental Authority that, individually or in the aggregate, prevents or has prevented or materially adversely affects or has materially adversely affected the ability of Parent, Midco or Merger Sub to consummate the Transactions. Neither Parent nor any of its Subsidiaries nor any material property or asset of Parent or any of its Subsidiaries is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the Knowledge of Parent, continuing investigation by, any Governmental Authority or any Order of any Governmental Authority that would, individually or in the aggregate, prevent or materially adversely affect the ability of Parent, Midco or Merger Sub to consummate the Transactions.

Section 5.08 Financing.

(a) Assuming (i) the Financing is funded in accordance with the Financing Documents, (ii) the contributions, investments and other transactions contemplated by the Contribution Agreements are consummated in accordance with the terms of the Contribution Agreements, and (iii) the satisfaction of the conditions to the obligation of Parent, Midco and Merger Sub to consummate the Merger as set forth in Section 8.01 and Section 8.02 or the waiver of such conditions, Parent, Midco and Merger Sub will have available to them, as of or immediately after the Effective Time all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger, the Financing and the other Transactions and to pay all related Expenses.

(b) Parent has delivered to the Company true, correct and complete copies of (i) an executed equity commitment letter from the Sponsor (the “Equity Commitment Letter”) pursuant to which the Sponsor has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions therein, equity securities of Parent up to the aggregate amount set forth therein (the “Equity Financing”), the proceeds of which shall be used by Parent to purchase the equity securities of Midco in an amount equal to the Equity Financing, which shall then be used to finance the consummation of the Merger and the other Transactions, (ii) an executed debt commitment letter, dated as of the date of this Agreement, between Midco and Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Asia Limited, HSBC Securities (USA) Inc., HSBC Bank USA, N.A., and HSBC Bank (China) Company Limited Beijing Branch, 汇丰银行（中国）有限公司北京分行and the related Redacted fee letter (as may be amended, restated, replaced, supplemented, modified and substituted pursuant to Section 7.15, the “Debt Financing Commitment”, and together with the Equity Commitment Letter, the “Financing Documents”), pursuant to which, the Financing Sources party thereto have agreed to provide the financing in the aggregate amount set forth in such Debt Financing Commitment (the “Debt Financing”, and together with the Equity Financing, the “Financing”), subject to the terms and conditions therein, the proceeds of which

shall be used to finance the consummation of the Merger and the other Transactions and (iii) the Contribution Agreements. The Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary with respect to the provisions therein as and to the extent set forth in section 9 of the Equity Commitment Letter. As of the date hereof, each of the Financing Documents, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Midco and the other parties thereto. As of the date hereof, each of the Financing Documents has not been amended or modified, no such amendment or modification is contemplated, the obligations and commitments contained in the Financing Documents have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated. Parent, Midco or Merger Sub has fully paid any and all fees, if any, that are payable on or prior to the date hereof under the Financing Documents and will pay when due all other fees arising under the Financing Documents as and when they become due and payable thereunder.

(c) As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent, Midco or Merger Sub or, to the Knowledge of Parent, any other parties thereto, under the Financing Documents; provided, however, that Parent, Midco and Merger Sub are not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE IV. Parent, Midco and Merger Sub do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Midco at the Effective Time; provided, however, that Parent, Midco and Merger Sub are not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE IV, or compliance by the Company with its obligations under this Agreement. The Financing Documents contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent and Midco on the terms therein. The parties hereto agree that it shall not be a condition to Closing for Parent, Midco or Merger Sub to obtain the Financing or the Alternative Debt Financing.

(d) There are no side letters or other oral or written Contracts related to the funding of the full amount of the Financing to which Parent or any of its Subsidiaries is a party other than (i) as expressly set forth in the Financing Documents, and (ii) customary engagement and fee letters (Redacted copies of any such fee letters have been delivered to the Company to the extent such fee letters include “market flex” provisions (other than fees or pricing terms) affecting the terms, funding conditions or amount of the Debt Financing).

Section 5.09 Guarantee. Concurrently with the execution of this Agreement, Parent has delivered to the Company a duly executed Guarantee with respect to certain matters on the terms specified therein. The Guarantee is in full force and effect and constitutes legal, valid, binding and enforceable obligations of the respective Guarantor, subject to the Bankruptcy and Equity Exception, and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantor under the Guarantee.

Section 5.10 Brokers. No broker, finder or investment banker (other than Citigroup Global Markets Inc.) is entitled to any brokerage, finder’s or other fee or

commission in connection with the Transactions based upon arrangements made by or on behalf of Parent, Midco or Merger Sub.

Section 5.11 Solvency. None of Parent, Midco or Merger Sub is entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors. Assuming (i) the Company will be solvent (as such term is used under the Laws of the Cayman Islands) immediately prior to the Effective Time, (ii) the accuracy of the representations and warranties made by the Company in ARTICLE IV, and (iii) the satisfaction of the conditions of Parent, Midco and Merger Sub to consummate the Merger as set forth in Section 8.01 and Section 8.02, immediately after giving effect to all of the Transactions, including the Financing (and any Alternative Debt Financing, if applicable), the payment of the Merger Consideration and the aggregate amount of consideration payable in respect of Company Share Awards in accordance with Section 3.04, the payment of all other amounts required to be paid in connection with the consummation of the Transactions, and the payment of all related Expenses, the Surviving Company will be solvent as of the Effective Time and immediately after the Effective Time, as such term is used under the Laws of the Cayman Islands.

Section 5.12 Ownership of Company Shares. As of the date hereof, other than as a result of this Agreement, the Contribution Agreements and the Voting Agreements, none of Parent, Midco or Merger Sub beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Shares or other securities or any other economic interest (through derivative securities or otherwise) of the Company or any options, warrants or other rights to acquire any Shares or other securities of, or any other economic interest (through derivatives securities or otherwise) in the Company.

Section 5.13 Independent Investigation. Parent, Midco and Merger Sub have conducted their own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, which investigation, review and analysis was performed by Parent, Midco and Merger Sub, their respective Affiliates and Representatives. Each of Parent, Midco and Merger Sub acknowledges that as of the date hereof, it, its Affiliates and their respective Representatives have been provided adequate access to the personnel, properties, facilities and records of the Company and its Subsidiaries for such purpose. In entering into this Agreement, each of Parent, Midco and Merger Sub acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any statements, representations or opinions of any of the Company, its Affiliates or their respective Representatives (except the representations, warranties, covenants and agreements of the Company set forth in this Agreement and in any certificate delivered pursuant to this Agreement).

Section 5.14 Buyer Group Contracts. Parent has delivered to the Company a true, correct and complete copy of each of the Buyer Group Contracts. As of the date hereof, other than the Buyer Group Contracts, there are no Contracts (whether oral or written) (i) between Parent, Midco, Merger Sub or any of their Affiliates (excluding the Company and its Subsidiaries), on the one hand, and any of the Company’s or its Subsidiaries’ directors, officers, employees or shareholders, on the other hand, that relate in any way to the Transactions, (ii) pursuant to which any shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or (iii) pursuant to

which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.

Section 5.15 Non-Reliance on Company Estimates. The Company has made available to Parent, Midco and Merger Sub, and may continue to make available, certain estimates, projections and other forecasts for the business of the Company and its Subsidiaries and certain plan and budget information. Each of Parent, Midco and Merger Sub acknowledges that these estimates, projections, forecasts, plans and budgets and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, each of Parent, Midco and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that Parent, Midco and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgets), and that neither Parent, Midco nor Merger Sub is relying on any estimates, projections, forecasts, plans or budgets furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Parent, Midco nor Merger Sub shall, and shall cause its Affiliates and their respective Representatives not to, hold any such Person liable with respect thereto.

Section 5.16 No Additional Representations. Except for the representations and warranties made by Parent, Midco and Merger Sub in this ARTICLE V, neither Parent, Midco nor Merger Sub nor any other Person makes any other express or implied representation or warranty with respect to Parent, Midco or Merger Sub or any of their Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information in connection with the Transactions, and the Company hereby acknowledges the foregoing.

ARTICLE VI

CONDUCT OF BUSINESS PENDING THE MERGER

Section 6.01 Conduct of Business by the Company Pending the Merger.

(a) The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except (i) as contemplated or permitted by this Agreement, (ii) as required by applicable Law or (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall use its reasonable best efforts to carry on the businesses of the Company and its Subsidiaries in the ordinary course and in a manner consistent with past practice in all material respects and the Company and each of its Subsidiaries shall use their reasonable best efforts, consistent with past practice, to preserve substantially intact their business organization, maintain in effect all material Company Permits, and maintain in all material respects their current relationships and goodwill with customers, suppliers, and distributors with which the Company or any of its Subsidiaries has material business relations as of the date hereof.

(b) By way of amplification and not limitation, except as (i) set forth in Section 6.01(b) of the Company Disclosure Schedule, (ii) as required by applicable Law, (iii) as contemplated or permitted by any other provision of this Agreement or (iv) with the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, neither the Company nor any of its Subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 6.01(a)):

(i) amend or otherwise change its memorandum and articles of association or equivalent organizational documents;

(ii) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant, or encumbrance of, or redeem, purchase or otherwise acquire, any shares of the Company or any of its Subsidiaries, or securities convertible or exchangeable into or exercisable for such shares, or any options, warrants or other rights of any kind to acquire any shares or such convertible or exchangeable securities (including the Company Share Awards, share appreciation rights, phantom stock or similar instruments), other than in connection with (A) the exercise of Company Share Awards outstanding on the date hereof, in accordance with their terms on the date hereof or entered into or amended in compliance with this Agreement, (B) the acquisition by the Company of its securities in connection with the forfeiture of Company Share Awards outstanding on the date hereof, in accordance with their terms on the date hereof, (C) the acquisition by the Company of its securities in connection with the net exercise of Company Share Awards outstanding on the date hereof, in accordance with their terms on the date hereof, (D) the issuance of Company securities as required to perform any obligations of the Company outstanding as of the date hereof under which the Company is obligated to make such issuance for any earn-outs payable in connection with the acquisition of any Person or the assets or business of any Person pursuant to a Material Contract disclosed under Section 4.14(a)(v) for an aggregate value of not more than $6,000,000, or (E) the transfer or other disposition of securities between or among the Company and its direct or indirect wholly-owned Subsidiaries;

(iii) (A) sell, transfer, lease, or otherwise dispose of, or authorize the sale, transfer, lease or other disposition of material assets of the Company or any of its Subsidiaries having a current value in excess of $10,000,000 in the aggregate, except (x) in the ordinary course of business and in a manner consistent with past practice or (y) any sale, transfer, lease, pledge or other disposition of securities between or among the Company and its direct or indirect wholly-owned Subsidiaries in the ordinary course of business and in a manner consistent with past practice, (B) pledge, grant an Encumbrance on or permit an Encumbrance to exist on any material assets of the Company or any of its Subsidiaries, or (C) adopt, pass any resolution to approve or make any petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization;

(iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of its shares, except for dividends by any of the Company’s direct or indirect wholly-owned Subsidiaries to the Company or any of its other wholly-owned Subsidiaries in the ordinary course of business and in a manner consistent with past practice, or enter into any agreement with respect to voting or registration of its share capital;

(v) reclassify, combine, split, subdivide or amend the terms of any of its shares or any share capital or other ownership interests of any of the Company’s Subsidiaries;

(vi) directly or indirectly acquire (including by merger, consolidation or acquisition of shares or any other business combination) any corporation, partnership, other business organization or any division thereof, or all or substantially all of the assets of any corporation, partnership, or other business organization;

(vii) incur, issue, renew, prepay, syndicate, redeem, acquire, refinance or modify any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances or capital contributions to, or investments in, any Person other than (x) intercompany agreements or (y) a Contract in respect of any bank acceptance, cash collateralized letter of guarantees, letter of credit, pledge or deposit to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature provided that the aggregate outstanding amount of Indebtedness referred to in clause (y) shall not exceed $4,000,000;

(viii) offer, place or arrange any issue of debt securities or other credit facilities that would reasonably be expected to compete with or impede the Debt Financing or cause the breach of any provisions of the Debt Financing Commitment or cause any condition set forth in the Debt Financing Commitment not to be satisfied;

(ix) (x) other than expenditures necessary to maintain existing assets in good repair, authorize or make any commitment with respect to, any single capital expenditure which is individually in excess of $2,000,000 or (y) authorize or make any commitment with respect to capital expenditures which are, in the aggregate, in excess of $12,000,000;

(x) make any changes with respect to accounting policies or procedures materially affecting the reported consolidated assets, liabilities or results of operations of the Company and its Subsidiaries, except as required by changes in applicable GAAP or applicable Law;

(xi) make or change any material Tax election, materially amend any Tax Return (except as required by applicable Law and as discussed with Parent), enter into any material closing agreement with respect to Taxes or request any material ruling with respect to Taxes, assign or surrender any right to claim a material refund of Taxes, settle (or request to settle) or finally resolve any material controversy with respect to

Taxes, extend or waive any statute of limitation with respect to any material Tax, or materially change any method of Tax accounting or Tax accounting period, or take any action outside the ordinary course of business that could reasonably be expected to result in the Company or any of its Subsidiaries being required to include a material item of income in, or exclude a material deduction from, a Tax Return for a period beginning after the Closing Date;

(xii) except in the ordinary course of business consistent with past practice, enter into, amend, assign or modify, in any material respect, or terminate, or waive any material rights under, any Material Contract (or Contract that would be a Material Contract if such Contract had been entered into prior to the date hereof);

(xiii) fail to make in a timely manner any filings with the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder or any other Governmental Authority;

(xiv) (A) sell, assign, license, sublicense, grant a covenant not to sue regarding, abandon, allow to lapse, transfer or otherwise dispose of, or create or incur any Encumbrance (other than Permitted Encumbrances) on, any Material IP, other than in the ordinary course of business consistent with past practice or for the purpose of disposing of obsolete or worthless assets, or (B) disclose to or allow to be disclosed to or discovered by any Person any material Trade Secrets except pursuant to valid and appropriate non-disclosure or license agreements or pursuant to obligations to maintain the security and confidentiality thereof arising by operation of law;

(xv) except as required by any Benefit Plan in effect on the date hereof or as required by applicable Law (A) increase the compensation or fringe benefits of any directors, officers or employees with an annual total compensation in excess of the Threshold Amount; (B) grant any severance or termination pay, or any retention pay for any employees with an annual total compensation in excess of the Threshold Amount; (C) waive or amend in any respect any performance, or vesting criteria or accelerate vesting, exercisability or funding under any Benefit Plan; (D) enter into or amend any employment, consulting or severance agreement or arrangement with any of its present directors, officers, employees or independent consultants, other than in the ordinary course of business consistent with past practice with respect to employees with an annual total compensation of less than the Threshold Amount; (E) establish, adopt, enter into or amend or terminate any Benefit Plan; (F) hire any new employees other than employees with an annual total compensation of less than the Threshold Amount; or (G) terminate the employment or services, as applicable, of any of the Company’s present directors or officers, other than a termination for cause;

(xvi) settle any Action, other than the settlement of any Action (A) in the ordinary course of business and consistent with past practice or (B) involving an amount in dispute of not more than $500,000;

(xvii) engage in the conduct of any new line of business material to the Company and its Subsidiaries, taken as a whole; or

(xviii) agree or commit to do any of the foregoing.

Section 6.02 Conduct of Business by Parent, Midco and Merger Sub Pending the Merger. Each of Parent, Midco and Merger Sub agrees that, from the date hereof to the Effective Time, it shall not: (a) take any action that is intended to or would reasonably be likely to result in any of the conditions to effecting the Merger becoming incapable of being satisfied; or (b) take any action or fail to take any action, the taking or failure to take, as applicable, would, or would be reasonably likely to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent, Midco or Merger Sub to consummate the Merger or the other Transactions.

Section 6.03 No Control of Other Party’s Business. Nothing contained in this Agreement is intended to give Parent, Midco or Merger Sub, directly or indirectly, the right to control or direct the operations of the Company or its Subsidiaries prior to the Effective Time, and nothing contained in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parent’s, Midco’s or Merger Sub’s operations. Prior to the Effective Time, each of Parent, Midco, Merger Sub and the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Section 6.04 Actions Taken at Direction of Parent. It is agreed that Parent shall not have any right to (a) terminate this Agreement under Section 9.01(c)(i), or (b) claim any damage or seek any other remedy at law or in equity for any breach of or inaccuracy in any representation or warranty made by the Company in ARTICLE IV or any covenant or agreement of the Company under Section 6.01 to the extent such breach or alleged breach is the proximate result of action or inaction taken by the Company at the direction of (A) Parent or (B) any of its Affiliates without the approval or direction of the Company Board (acting with the concurrence of the Special Committee) or the Special Committee.

ARTICLE VII

ADDITIONAL AGREEMENTS

Section 7.01 Proxy Statement and Schedule 13E-3.

(a) As soon as reasonably practicable following the date of this Agreement the Company shall (i) prepare and file with the SEC the Schedule 13E-3 and a proxy statement relating to this Agreement, the Plan of Merger and the Transactions (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”); (ii) respond as promptly as reasonably practicable to any comments of the SEC with respect to the Schedule 13E-3 and the Proxy Statement; (iii) use commercially reasonable efforts to have the SEC confirm that it has no further comments thereto; (iv) cause a letter to shareholders, notice of meeting and form of proxy accompanying the Proxy Statement that will be provided to the holders of Shares in connection with the solicitation of proxies for use at the Company Shareholders’ Meeting, to be mailed to the holders of Shares at the earliest practicable date after the date that the SEC confirms it has no further comments; and (v) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable to the Company

Shareholders’ Meeting and the Merger; provided, however, that no filing of the Schedule 13E-3, the Proxy Statement, any amendments or supplements thereto, or any response to the SEC will be made by the Company unless Parent and its counsel has had a reasonable opportunity to review and propose comments which the Company shall consider in good faith; provided, further, however, that nothing in this Section 7.01(a) shall limit or preclude the ability of the Company Board (or the Special Committee) to effect a Change in the Company Recommendation. Unless the Company Board (or the Special Committee) has effected a Change in the Company Recommendation, the Company and Parent shall cooperate to: (A) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings; (B) prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law; and (C) file and distribute to the shareholders of the Company any supplement or amendment to the Proxy Statement if any event shall occur or any information be discovered which requires such action at any time prior to the Company Shareholders’ Meeting. The Company will cause the information relating to the Company for inclusion in the Schedule 13E-3 and the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Shareholders’ Meeting, not to 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 therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation, warranty, covenant or agreement is made by the Company with respect to information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement.

(b) Parent shall provide to the Company all information concerning Parent, Midco and Merger Sub as may be reasonably requested by the Company in connection with the Schedule 13E-3 and the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Schedule 13E-3 and the Proxy Statement and resolution of comments of the SEC or its staff related thereto. Parent will cause the information relating to Parent, Midco or Merger Sub supplied by it for inclusion in the Schedule 13E-3 and the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Shareholders’ Meeting, not to 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 therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by Parent, Midco or Merger Sub with respect to information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement. Each of Parent, Midco and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3 and the Proxy Statement promptly following request therefor from the Company.

(c) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 7.03, in connection with any disclosure regarding a Change in the Company Recommendation, the Company shall not be required to provide Parent, Midco or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent, Midco or Merger Sub in) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, with respect to such disclosure.

Section 7.02 Company Shareholders’ Meeting.

(a) Subject to Section 9.01, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, the Company shall take, in accordance with applicable Law and its memorandum and articles of association, all action reasonably necessary to call, give notice of, set a record date for, and convene the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval.

(b) The Company may, and Parent may request that the Company, adjourn or postpone the Company Shareholders’ Meeting for up to thirty (30) days (but in any event no later than five Business Days prior to the End Date), (x) if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting or (B) voting in favor of approval of this Agreement and the Transactions to obtain the Company Shareholder Approval or (y) in order to allow reasonable additional time for (1) the filing and mailing of, at the reasonable request of any party hereto, any supplemental or amended disclosure and (2) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting, in which event the Company shall, in each case, cause the Company Shareholders’ Meeting to be adjourned or postponed. For the avoidance of doubt, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation and/or authorizes the Company to terminate this Agreement pursuant to Section 9.01(d)(ii) or Section 9.01(d)(iii), the Company shall not be required to convene the Company Shareholders’ Meeting and submit this Agreement to the holders of the Shares for approval.

(c) Once the Company has established the record date, the Company shall not change such record date or establish a different record date for the Company Shareholders’ Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law, the memorandum and articles of association of the Company, or failure to do so would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law. In the event that the date of the Company Shareholders’ Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that, unless Parent shall have otherwise approved in writing (which approval shall not be unreasonably withheld, conditioned or delayed), it shall implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders’ Meeting, as so adjourned, postponed or delayed, except as required by applicable Law, the memorandum and articles of Company, or failure to do so would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law.

(d) Unless there has been a Change in the Company Recommendation pursuant to Section 7.03(d), the Company Board shall (i) make the Company Recommendation and include such recommendation in the Proxy Statement and (ii) shall use commercially reasonable efforts to take all actions reasonably necessary in accordance with applicable Law and the memorandum and articles of association of the Company, to solicit the Company

Shareholder Approval. Upon reasonable request of Parent, the Company shall use its reasonable best efforts to advise Parent on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders’ Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval.

Section 7.03 No Solicitation of Transactions; Company Board Recommendation; Alternative Acquisition Agreement.

(a) Until the Effective Time or, if earlier, the termination of this Agreement in accordance with ARTICLE IX,

(i) the Company and its Subsidiaries shall not, and shall instruct their respective Representatives not to, directly or indirectly:

(A) solicit, initiate or take any other action knowingly to facilitate or encourage any Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal;

(B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data concerning, the Company or any of its Subsidiaries to any Person (other than Parent, Midco, Merger Sub or any designees of Parent, Midco or Merger Sub) with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal;

(C) approve, endorse, recommend, execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) providing for, relating to, or reasonably be expected to result in any Acquisition Proposal;

(D) amend or grant any waiver or release (but the Company may grant any consent) under any standstill or similar agreement with respect to any class of equity securities of the Company or any of the Subsidiaries; or

(E) propose or agree to do any of the foregoing.

(ii) The Company agrees, and the Company Board shall direct, that the Company and its Subsidiaries and its and their Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with such Person’s consideration of acquiring (whether by merger, acquisition of shares or assets or otherwise) the Company or any of its Subsidiaries, to return (or if permitted by the applicable confidentiality agreement,

destroy) all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the applicable confidentiality agreement.

(b) Notwithstanding anything to the contrary in this Agreement, at any time prior to the receipt of the Company Shareholder Approval, the Company, its Subsidiaries and the Company’s and its Subsidiaries’ Representatives may, following the receipt of an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 7.03:

(i) contact the Person or group of Persons who has made such Acquisition Proposal to clarify and understand the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal;

(ii) provide information (including any non-public information or data concerning the Company or any of its Subsidiaries) in response to the request of the Person or group of Persons who has made such Acquisition Proposal, if and only if, prior to providing such information, the Company has received from the Person or group of Persons so requesting such information an executed Acceptable Confidentiality Agreement (a copy of which shall be promptly (and in any event within 24 hours) provided to Parent); provided that the Company shall concurrently make available to Parent any non-public information concerning the Company and its Subsidiaries that is provided to any Person or group of Persons making such Acquisition Proposal that is given such access and that was not previously made available to Parent or its Representatives; and/or

(iii) engage or participate through the Special Committee in any discussions or negotiations with the Person or group of Persons who has made such Acquisition Proposal;

provided that prior to taking any action described in Section 7.03(b)(ii) or Section 7.03(b)(iii) above, the Company Board (or the Special Committee) shall have determined in good faith, based on the information then available and after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal.

(c) Except as set forth in Section 7.03(d), neither the Company Board nor any committee thereof shall (i) (A) withhold, withdraw, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Parent, the Company Recommendation or (B) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal, or (C) take any action or make any other public statement in connection with the Company Shareholders’ Meeting inconsistent with the Company Recommendation (any of such actions described in foregoing clauses (A), (B) or (C) being referred to as a “Change in the Company Recommendation”); provided, however, that a “stop, look and listen” communication by the Company Board (or the Special Committee) pursuant to Rule 14d-9(f) of the Exchange Act, or any substantially similar communication with respect to an Acquisition Proposal, which did not result from any breach of this Section 7.03,

shall not be deemed to be a Change in the Company Recommendation or (ii) cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement.

(d) Notwithstanding anything to the contrary set forth in this Agreement but subject to compliance by the Company with this Section 7.03, at any time prior to obtaining the Company Shareholder Approval, the Company Board (or the Special Committee) may (i) effect a Change in the Company Recommendation and/or (ii) authorize the Company to terminate this Agreement to enter into an Alternative Acquisition Agreement, if and only if:

(i) (1) with respect to a Change in the Company Recommendation, the Company Board (or the Special Committee) determines in good faith, after consultation with its outside legal counsel, that failure to do so would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws or (2) with respect to a termination of this Agreement to enter into an Alternative Acquisition Agreement with respect to an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 7.03, the Company Board (or the Special Committee) determines in good faith, after consultation with its independent financial advisor and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal and that failure to enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws;

(ii) prior to effecting a Change in the Company Recommendation or terminating this Agreement to enter into an Alternative Acquisition Agreement in accordance with this Section 7.03(d), (A) the Company shall have provided prior written notice (the “Change or Termination Notice”) to Parent that the Company Board (or the Special Committee) has resolved to effect a Change in the Company Recommendation or to terminate this Agreement pursuant to Section 9.01(d)(ii) or Section 9.01(d)(iii), describing in reasonable detail the reasons for such Change in the Company Recommendation or termination (which notice shall specify, if related to an Acquisition Proposal, the identity of the party making the Acquisition Proposal and the material terms thereof and copies of all relevant documents (other than redacted terms of financing documents) relating to such Acquisition Proposal), and (B) the Company shall (1) cause its financial and legal advisors to, during the period beginning at 5:00 p.m. Hong Kong Time on the day of delivery by the Company to Parent of such Change or Termination Notice (or, if delivered after 5:00 p.m. Hong Kong Time or any day other than a Business Day, beginning at 5:00 p.m. Hong Kong Time on the next Business Day) and ending five (5) Business Days later at 5:00 p.m. Hong Kong Time (the “Notice Period”) negotiate with Parent and its Representatives in good faith (to the extent Parent desires to negotiate) any proposed modifications to the terms and conditions of this Agreement and/or the Financing Documents so that such Superior Proposal ceases to constitute a Superior Proposal or so that the failure to effect a Change in the Company Recommendation would no longer be inconsistent with the directors’ fiduciary duties under applicable Law, and (2) permit Parent and its Representatives during the Notice Period to make a presentation to the Company Board and the Special Committee regarding this Agreement and/or the Financing Documents and any adjustments with respect thereto (to the extent Parent desires to make such presentation); provided that,

with respect to a Change in the Company Recommendation made in connection with an Acquisition Proposal or a termination of this Agreement to enter into an Alternative Acquisition Agreement, in the event of any material revisions to the Acquisition Proposal, the Company shall deliver a new written notice to Parent and comply again with the requirements of this Section 7.03(d)(ii) with respect to such new written notice; provided, further, that with respect to the new written notice to Parent, the Notice Period shall be deemed to be a three (3) Business-Day period rather than the five (5) Business-Day period first described above;

(iii) following the end of the Notice Period (and any renewed period thereof), the Company Board (or the Special Committee) shall have determined in good faith (after consultation with its independent financial advisor and outside legal counsel), after considering the terms of any proposed amendment or modification to this Agreement and/or the Financing Documents, that (1) with respect to a Change in the Company Recommendation, failure to effect a Change in the Company Recommendation would still reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws or (2) with respect to a termination of this Agreement to enter into an Alternative Acquisition Agreement with respect to an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal and failure to enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal would still reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws; and

(iv) in the case of the Company terminating this Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company shall have paid, or caused the payment of, the Company Termination Fee in accordance with Section 9.03(a) and the Parent Expenses in accordance with Section 9.03(f).

(e) Nothing contained in this Section 7.03 shall be deemed to prohibit the Company or the Company Board (or the Special Committee), from complying with its disclosure obligations under applicable Law with regard to an Acquisition Proposal; provided that (i) the Board shall, until any Change in Company Recommendation, expressly reaffirm the Company Recommendation in such disclosure; and (ii) if such disclosure includes a Change in the Company Recommendation or has the substantive effect of withdrawing or adversely modifying the Company Recommendation, such disclosure shall be deemed to be a Change in the Company Recommendation (it being understood that a statement that the Company Board or the Special Committee has received and is currently evaluating such Acquisition Proposal and/or describing the operation of this Agreement with respect thereto, or any “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, in each case, which is consistent with this Section 7.03, shall not be deemed to be a Change in the Company Recommendation).

(f) The Company agrees that it will promptly (and, in any event, within 24 hours) notify Parent if it or to its Knowledge any of its Representatives becomes aware that any Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company, the

Company Board (or any committee thereof) or any Representative of the foregoing, indicating, in connection with such notice, the identity of the Person or group of Persons making such offer or proposal and the material terms and conditions of any proposals or offers and thereafter shall keep Parent reasonably informed and the status of any such discussions or negotiations (including copies of all material written correspondence relating to such Acquisition Proposal or requests exchanged between the Company or any of its Subsidiaries, on the one hand, and the Person making such Acquisition Proposal or request, on the other hand). None of the Company, the Company Board or any committee of the Company Board shall enter into any binding agreement or Contract with any Person to limit the Company’s ability to give prior notice to Parent of its intention to effect a Change in the Company Recommendation or to terminate this Agreement in light of a Superior Proposal.

Section 7.04 Access to Information; Confidentiality.

(a) Except as otherwise prohibited by applicable Law or the terms of any contract or agreement to which the Company or any of its Subsidiaries is subject (provided that the Company shall use its commercially reasonable efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms or the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives reasonable access, during normal business hours and upon prior reasonable notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records (including Tax records and Tax and accounting working papers) thereof; and (ii) furnish Parent and its Representatives and the Financing Sources with such information concerning its business, properties, contracts, assets, liabilities, personnel and other data, analyses, projections, plans and information as Parent or its Representatives and the Financing Sources may reasonably request in writing; provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, violate any Contract, Law or Order, or give a third party the right to terminate or accelerate the rights under a Contract (provided that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation).

(b) All information obtained by Parent pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement.

(c) Notwithstanding anything herein (including Section 9.02 and Section 10.04(a)) or the provisions of the Confidentiality Agreement, the parties hereto agree that restrictions contained in the last paragraph on page 3 (continued as the first paragraph on page 4) of the Confidentiality Agreement on communications, discussions, negations, arrangements or understandings by and among the parties to the Consortium Agreement, the parties to the Investment Agreement, the Financing Sources and any of their respective Affiliates and Representatives shall be inoperative and of no force and effect as of the date hereof.

(d) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Section 7.05 Employee Benefits Matters. For the period beginning at the Effective Time and continuing through the first anniversary of the Effective Time, Parent shall cause the Surviving Company and its Subsidiaries to provide employees of the Company as of immediately prior to the Effective Time with (a) reasonable levels of cash compensation (excluding equity compensation) that are, in the aggregate, consistent with the Company’s past practices and (b) reasonable employee benefits and arrangements that are, in the aggregate, consistent with the employee benefits and arrangements in effect as of immediately prior to the Effective Time. Following the Effective Time, Parent shall cause the Surviving Company and its Subsidiaries to, in good faith, consider honoring in accordance with their terms, all Contracts, employee benefit plans and arrangements, policies, and commitments of the Company and its Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary of the Company. Nothing contained herein, expressed or implied is intended to confer upon any Service Provider any benefits under any employee benefit plans or right to employment or continued employment with Parent or the Surviving Company or any of its Subsidiaries for any period by reason of this Agreement. The provisions of this Agreement, including this Section 7.05 are solely for the benefit of the parties to this Agreement and no current or former Service Provider or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement, and nothing contained herein shall be construed as an amendment to any employee benefit plan for any purpose.

Section 7.06 Directors’ and Officers’ Indemnification and Insurance.

(a) The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the memorandum and articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to exculpation, advancement of expenses and indemnification that are at least as favorable to the Indemnified Parties as those contained in the memorandum and articles of association (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof, and during such six year period, such provisions shall not be amended, repealed, or otherwise modified in any manner except as required by applicable Law.

(b) From the Effective Time until the sixth anniversary of the Effective Time, to the fullest extent the Company would have been permitted to do so under applicable Law, Parent shall indemnify and hold harmless each Indemnified Party from and against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (i) the fact that an Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries, (ii) any acts or omissions occurring or alleged to occur prior to or at the Effective Time in such Indemnified Party’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates, or (iii) the Merger, this Agreement or any of the Transactions; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Party delivers to Parent a written notice asserting a claim for indemnification under this Section 7.06(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, Parent shall advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Party therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Party in connection with any such claim, proceeding, investigation or inquiry; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Party delivers to Parent a written notice asserting a claim for advancement under this Section 7.06(b), then the right to advancement asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved.

(c) Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six year “tail” prepaid policy on the D&O Insurance. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder for so long as such “tail” policy shall be maintained in full force and effect. In the event that the Company does not elect to purchase such a “tail” policy prior to the Effective Time, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts or omissions occurring at or prior to the Effective Time, covering each person covered by the D&O Insurance, on terms with respect to the coverage and amounts that are equivalent to those of the D&O Insurance; provided, however, that in satisfying its obligations under this Section 7.06(c), Parent and the Surviving Company shall not be obligated to pay annual premiums in excess of three hundred percent (300%) of the current annual premium paid by the Company (such three hundred percent (300%) amount, the “Maximum Annual Premium”) (which premiums the Company represents and warrants to be as set forth in Section 7.06(c) of the Company Disclosure Schedule); provided that, if the annual premiums of such insurance coverage exceed such amount, Parent and the Surviving Company

shall be obligated to obtain a substantially similar policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium.

(d) A Person seeking indemnification in accordance with this Section 7.06 shall promptly notify the Surviving Company to prevent the Surviving Company or any of its subsidiaries from being materially and adversely prejudiced by late notice. The right of the Surviving Company (or a Subsidiary nominated by it), if any, to participate in and/or assume the defense of any action or proceeding in respect of which indemnification is sought under this Section 7.06 shall be determined in accordance with the applicable agreement or document providing for such indemnification.

(e) In the event Parent or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or (ii) transfers all or substantially all of their respective properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 7.06.

(f) The provisions of this Section 7.06 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 7.06.

(g) The agreements and covenants contained in this Section 7.06 shall not be deemed to be exclusive of any other rights to which any such Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees.

Section 7.07 Notification of Certain Matters.

(a) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event which would reasonably be expected to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed, and (ii) any failure of the Company, Parent, Midco or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement which would reasonably be expected to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed; provided, however, that the delivery of any notice pursuant to this Section 7.07 shall not (A) cure any breach of, or non-compliance with, any other provision of this Agreement, (B) be deemed to amend or supplement the Company Disclosure Schedule, or (C) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

(b) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other written communication from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; and (ii) any Actions commenced or, to the Knowledge of the Company or the Knowledge of Parent (as applicable), threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or Merger Sub, as the case may be, that would have been required to have been disclosed by such Person pursuant to any of such Person’s representations and warranties contained herein, or that relate to such Person’s ability to consummate the Transactions.

Section 7.08 Reasonable Best Efforts; Further Action.

(a) Each party hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using its reasonable best efforts to obtain, or cause to be obtained, all permits, consents, approvals, authorizations, qualifications and Orders of all Governmental Authorities and officials and parties to Contracts with the Company and its Subsidiaries that may be or become necessary for the performance of the obligations of such party hereto pursuant to this Agreement and the consummation of the Transactions and will cooperate fully with the other parties in promptly seeking to obtain all such permits, consents, approvals, authorizations, qualifications and Orders; provided that, for the avoidance of doubt, no action permitted to be taken pursuant to Section 6.01 or Section 7.03 shall be prohibited by this sentence.

(b) Upon the terms and subject to the conditions of this Agreement, each party hereto agrees to (i) make an appropriate filing, if necessary, pursuant to the PRC Anti-Monopoly Law, the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, the HSR Act (if required) with respect to the Transactions promptly following the date of this Agreement, (ii) supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the PRC Anti-Monopoly Law, the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, the HSR Act (if required) and (iii) use its reasonable best efforts to obtain approval, consent, clearance or expiration of waiting periods from appropriate Governmental Authorities under the PRC Anti-Monopoly Law, the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, the HSR Act (if required).

(c) Each party hereto shall promptly notify the others of any material communication it receives from any Governmental Authority relating to any filing or submissions under the PRC Anti-Monopoly Law, the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, the HSR Act (if required) or other applicable antitrust, competition or fair trade Laws. Each party agrees to provide promptly to the other parties all information and assistance reasonably necessary in connection with preparing and submitting such filings and obtaining the relevant approvals, consents or expiration of waiting periods in relation to such filings.

(d) Each of Parent, Midco and Merger Sub, on the one hand, and the Company, on the other hand shall, subject to applicable Laws, (i) permit counsel for the other party to review in advance and consider in good faith the views of the other party in connection with any proposed written communications with Governmental Authorities concerning the Transactions under the PRC Anti-Monopoly Law, the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, the HSR Act (if required) or other applicable antitrust, competition or fair trade Laws, and (ii) provide counsel for the other party with copies of all filings made by such party to, and give the other party the opportunity to attend and participate at any meeting with, any antitrust, competition, or fair trade Governmental Authority and all correspondence between such party (and its advisors) and any antitrust, competition, or fair trade Governmental Authority, and any other information supplied by such party and such party’s Affiliates to or received from any antitrust, competition, or fair trade Governmental Authority in connection with the proposed Transactions, provided, however, that such materials may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable privilege and confidentiality concerns.

(e) Each party hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive or any confidential business material provided to the other under this Section 7.08 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel.

(f) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including any administrative or judicial Action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including by vigorously pursuing all available avenues of administrative and judicial appeal.

(g) On or before the Closing, Midco shall duly approve this Agreement in its capacity as sole shareholder of Merger Sub in accordance with applicable Law and the memorandum and articles of association of Merger Sub and deliver to the Company evidence of its vote or action by written consent so approving this Agreement.

(h) Notwithstanding anything in this Agreement to the contrary, in no event will any party hereto or any of their Affiliates (including, after the Effective Time, the Surviving Company) be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to sell, divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets or to pay any material amount (other than the payment of filing fees and fees of counsel).

(i) Notwithstanding anything to the contrary, all obligations of the Company, Parent, Midco and Merger Sub relating to the Financing shall be governed exclusively by Section 7.15 and Section 7.16.

Section 7.09 Obligations of Midco and Merger Sub.

(a) Parent shall take all actions necessary to cause Midco and Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

(b) At the Company Shareholders’ Meeting and any other meeting of the shareholders of the Company called to seek the Company Shareholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement, the Merger or any other Transaction contemplated herein is sought, Parent shall, and shall cause its direct or indirect shareholders and their respective Affiliates to, vote their beneficially owned Shares in favor of granting the Company Shareholder Approval.

Section 7.10 Public Announcements. The initial press release relating to this Agreement shall be a joint press release the text of which shall be agreed to by each of Parent and the Company. Thereafter, unless otherwise required by applicable Law or the requirements of NASDAQ, each of Parent and the Company shall consult with the other before issuing any press release or otherwise making any public announcement with respect to this Agreement, the Merger or any of the other Transactions (other than any press release or public statement with respect to a Change in the Company Recommendation, Acquisition Proposal, Superior Proposal or any action taken by the Company, the Company Board or the Special Committee permitted under Section 7.03); provided, however, that this Section 7.10 shall terminate upon a Change in the Company Recommendation.

Section 7.11 Stock Exchange Delisting. Parent shall use commercially reasonable efforts to cause the Shares to be (a) delisted from NASDAQ as promptly as practicable after the Effective Time, and (b) deregistered under the Exchange Act as promptly as practicable after such delisting.

Section 7.12 Takeover Statute. If the restrictions of any Takeover Statute are or may become applicable to the Merger or any of the other Transactions, the parties shall use their respective reasonable best efforts (a) to take all action necessary so that no such restriction is or becomes applicable to the Merger or any of the other Transactions and (b) if any such restriction is or becomes applicable to any of the foregoing, to take all action necessary (including, in the case of the Company and Company Board, using all reasonable best efforts to grant all necessary approvals) so that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or lawfully minimize the effects of such statute on the Merger and the other Transactions.

Section 7.13 Resignations. To the extent requested by Parent in writing at least three (3) Business Days prior to Closing, on the Closing Date, the Company shall use reasonable best efforts to cause to be delivered to Parent duly signed resignations which shall

include a waiver of any claims against the Company or the Subsidiaries in respect of such resignations, effective as of the Effective Time, of the directors of the Company and the Subsidiaries designated by Parent.

Section 7.14 Participation in Litigation. Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Action commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the Transactions. The Company shall give Parent reasonable opportunity to participate in the defense or settlement of any shareholder Action against the Company and/or its directors relating to the Transactions, and no such Action shall be settled or compromised, and the Company shall not take any action to adversely affect or prejudice any such Action, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 7.15 Financing.

(a) Each of Parent, Midco and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to arrange the Financing in a timely manner including to (i) maintain in effect the Financing Documents, (ii) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions in the Financing Documents that are within its control, other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations under this Agreement, and (iii) subject to the terms and conditions of the Financing Documents and the requirements of Section 2.02, draw upon and consummate the Financing at the Closing. Upon the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions applicable to Debt Financing, each of Parent, Midco and Merger Sub shall use its reasonable best efforts (excluding, for the avoidance of doubt, the commencement of any litigation) to cause the Financing Sources and any other Persons providing the Debt Financing and the Equity Financing to fund the Debt Financing and the Equity Financing, respectively, on the Closing Date.

(b) If Parent, Midco or Merger Sub becomes aware that any portion of the Debt Financing has become unavailable on the terms and conditions contemplated in the Debt Financing Commitment, (A) Parent shall promptly so notify the Company, and (B) each of Parent, Midco and Merger Sub shall use its reasonable best efforts to arrange to obtain alternative debt financing from the same or alternate sources, as promptly as practicable following the occurrence of such event, on terms and conditions no less favorable, in the aggregate, to Parent, Midco and Merger Sub than those contained in the Debt Financing Commitment (as determined in the reasonable judgment of Parent), in an amount sufficient (assuming (1) the Equity Financing is funded in accordance with the Equity Commitment Letter, (2) the contributions contemplated by the Contribution Agreements are made in accordance with the terms of the Contribution Agreements, and (3) the satisfaction of the conditions to the obligation of Parent, Midco and Merger Sub to consummate the Merger as set forth in Section 8.01 and Section 8.02 or the waiver of such conditions by Parent) to consummate the Merger and other Transactions (the “Alternative Debt Financing”), and to enter into new definitive agreements with respect to such Alternative Debt Financing (the “Alternative Debt Financing Documents”) and Parent shall deliver to the Company as promptly as practicable after such

execution, a true and complete copy of each such Alternative Debt Financing Document (except for customary engagement and fee letters (Redacted copies of any such fee letters will be delivered to the Company to the extent such fee letters include “market flex” provisions) (other than fees or pricing terms) affecting the terms, funding conditions or amount of the Alternative Debt Financing). Any reference in this Agreement to (A) the “Debt Financing” shall mean the debt financing contemplated by the Debt Financing Commitment as amended, restated, supplemented, replaced, substituted or modified pursuant to this Section 7.15(b) and Section 7.15(c) below, (B) any reference in this Agreement to the “Debt Financing Commitment” shall be deemed to include the Debt Financing Commitment to the extent so amended, restated, supplemented, replaced, substituted or modified (including any Alternative Debt Financing Documents to the extent then in effect) and (C) any reference in this Agreement to “Fee Letter” shall be deemed to include any Fee Letter relating to the Debt Financing Commitment to the extent so amended, restated, supplemented, replaced, substituted or modified (including in connection with any Alternative Debt Financing Documents to the extent then in effect).

(c) None of Parent, Midco or Merger Sub shall agree to or permit any amendments or modifications to, or grant any waivers of, any condition or other provision under the Financing Documents or the Alternative Debt Financing Documents, as applicable, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Financing (it being understood that the Debt Financing or the Equity Financing may be reduced so long as the Debt Financing or the Equity Financing is increased by a corresponding amount) or (ii) impose new or additional conditions that would reasonably be expected to (A) prevent or materially delay the ability of Parent, Midco or Merger Sub to consummate the Merger and the other Transactions or (B) adversely impact in any material respect the ability of Parent, Midco, or Merger Sub to enforce its rights against the other parties to the Financing Documents or the Alternative Debt Financing Documents, as applicable; provided, that notwithstanding any other provision of this Agreement, Parent, Midco and Merger Sub shall be entitled from time to time to (x) amend, restate, supplement, replace, substitute or otherwise modify, or waive any of its rights under, the Financing Documents and/or replace or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, subject to subclauses (i) and (ii) above, and (y) amend, restate, supplement, replace, substitute or otherwise modify the Debt Financing Commitments for the purposes of adding agents, co-agents, lenders, managers, co-managers, arrangers, bookrunners or other Persons that have not executed the Debt Financing Commitments as of the date hereof so long as such amendment, restatement, supplement, replacement substitution or modification is otherwise in compliance with this Section 7.15(c). Without limiting the generality of the foregoing, none of Parent, Midco or Merger Sub shall release or consent to the termination of the obligations of the Lender or the Sponsor under the Financing Documents or the comparable parties under the Alternative Debt Financing Documents, as applicable, except as expressly contemplated hereby.

(d) Each of Parent, Midco and Merger Sub acknowledges and agrees that the obtaining of the Financing (including any Alternative Debt Financing) is not a condition to the Closing, and reaffirms its obligation to consummate the Transactions irrespective and independent of the availability of the Financing, subject to the applicable conditions set forth in ARTICLE VIII and the requirements of Section 2.02.

(e) Parent shall (i) prior to the Closing, give the Company prompt notice (A) upon becoming aware of any material breach of any provision of, or termination by any party to, any Financing Document (including any Alternative Debt Financing Document, as applicable), or (B) upon the receipt of any written notice or other written communication from any Person with respect to any threatened breach or threatened termination by any party to any Financing Document (including any Alternative Debt Financing Document, as applicable, and (ii) prior to the Closing, otherwise keep the Company reasonably informed on a reasonably current basis of the status of Parent, Midco and Merger Sub’s efforts to arrange the Financing (including any Alternative Debt Financing, as applicable).

(f) Nothing in this Section 7.15 or any other provision of this Agreement shall require, and in no event shall the “reasonable best efforts” of Parent, Midco or Merger Sub be deemed or construed to require, Parent, Midco or Merger Sub to (i) seek the Equity Financing from a source other than the Sponsor or in any amount in excess of that contemplated by the Equity Financing Commitment, (ii) waive any term or condition of this Agreement, or (iii) commence any legal action or proceeding against any Financing Source.

Section 7.16 Financing Assistance.

(a) Prior to the Closing, the Company shall, and shall use reasonable best efforts to cause each of its Subsidiaries to, use reasonable best efforts to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Financing (such Financing, together with any debt securities contemplated by the Debt Financing Commitment, collectively, the “Applicable Financing”) (provided that such requested cooperation is not in violation of applicable Law, does not unreasonably interfere with the operations of the Company and its Subsidiaries), including (i) using reasonable best efforts to promptly furnish to Parent, Midco and Merger Sub and the Financing Sources all Required Information, (ii) using reasonable best efforts to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and drafting sessions with the Financing Sources, any prospective lenders and investors in the Applicable Financing and rating agencies (including direct contact between senior management and Representatives (including accounting) of the Company) and to cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Financing, (iii) using reasonable best efforts to assist with the drafting and preparation of appropriate and customary materials for rating agency presentations, offering and syndication documents (including prospectuses, private placement memoranda, lender and investor presentations, bank information memoranda and similar documents) business projections and other marketing documents required in connection with the Applicable Financing (all such documents and materials, collectively the “Offering Documents”), to identify any portion of any information contained in any Offering Documents that constitutes material nonpublic information, and to cause the chief financial officer or person performing similar functions of the Company to execute and deliver customary authorization and customary representation and warranty letters with respect to the Offering Documents, (iv) using reasonable best efforts to cause the taking of customary corporate actions by the Company and its Subsidiaries (subject to the Closing) reasonably necessary for the consummation of the Financing and the Closing, provided that no such action shall be effective prior to the Effective Time, (v) in accordance with applicable Law, facilitating the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and using

reasonable best efforts to assist in the preparation of, and executing and delivery at the Closing, any definitive documents (including furnishing all information to be included in any schedules thereto or in any perfection certificates) for the Applicable Financing (including compliance with any financial assistance, “whitewash” or similar requirements of law of any applicable jurisdiction), including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Debt Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this clause (v) shall be effective until the Effective Time, (vi) using reasonable best efforts to obtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources or the Financing Documents, (vii) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, (viii) furnishing all documentation and other information required by Governmental Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Applicable Financing, including the United States, Cayman Islands and PRC, (ix) using reasonable best efforts to cause the Company’s independent auditors to deliver consents for use of their audit reports and customary comfort letters (including customary “negative assurance” comfort) to the Financing Sources (drafts of which in customary form and substance, or otherwise reasonably acceptable to, have been received by the Financing Sources prior to the commencement of the Marketing Period), which letters such accountants have confirmed they are prepared to issue upon pricing and at the closing of the Applicable Financing at any time throughout, or on the next Business Day after, the Marketing Period), (x) using reasonable best efforts to obtain customary legal opinions, surveys and title insurance, property and liability insurance certificates and endorsements at the expense of and as reasonably requested by Parent on behalf of the Financing Sources; and (xi) using reasonable best efforts to seek to ensure that the Financing Sources benefit materially from existing lender relationships of the Company and its Subsidiaries, if applicable. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 7.16(a) or otherwise in connection with any Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless, if the Closing does not occur, such expense is reimbursed by Parent in accordance with Section 7.16(e), or (z) to take any action that would subject it to actual or potential liability in connection with any Financing prior to the Effective Time (other than with respect to representations made to Financing Sources in connection with the letters described in clause (iii) above). Nothing contained in this Section 7.16(a) or otherwise shall require the Company to be an issuer or other obligor with respect to any Financing prior to the Effective Time. The term “Financing Sources” means the entities that have committed to provide, underwrite, arrange, initially purchase or otherwise entered into agreements in connection with the Applicable Financing (other than the Equity Financing) in connection with the Transactions, including the parties to the Debt Financing Commitment as in effect from time to time and any joinder agreements, indentures, purchase agreements or credit agreements entered into pursuant thereto or relating thereto together with their respective current, former and future Affiliates, officers, directors, agents, partners, members, employees and representatives involved in the Applicable Financing and their respective successors and assigns. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing contemplated by the Debt

Financing Commitment; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or its Subsidiaries.

(b) Prior to the Closing Date and at all times until the Effective Time, the Company shall use commercially reasonable efforts to cause (i) its wholly-owned Subsidiaries incorporated in the PRC (each an “Onshore Subsidiary” and together the “Onshore Subsidiaries”) to transfer and deposit cash, deposits, or cash equivalents into one or more specified accounts (each, an “Onshore Bank Designated Account”) held with Bank of America, N.A. as the collateral agent of the Financing Sources or its respective Affiliates and standing to the credit of such Subsidiaries, and (ii) its wholly-owned Subsidiaries incorporated in jurisdictions other than the PRC (each an “Offshore Subsidiary” and together the “Offshore Subsidiaries”) to transfer and deposit cash, deposits, or cash equivalents into one or more accounts held in the Cayman Islands, the Hong Kong Special Administrative Region and Japan, with Bank of America, N.A. as the collateral agent of the Financing Sources or its respective Affiliates, denominated in U.S. Dollars and standing to the credit of such Subsidiaries (each, an “Offshore Bank Designated Account”) such that (A) the equivalent in U.S. dollars (determined using the prevailing exchange rate notified by Parent (as notified by Parent’s Financing Sources) at least five (5) Business Days prior to the Closing Date) of the aggregate balance standing to the credit of each Onshore Bank Designated Account (net of any applicable PRC withholding Tax or other deductions that would apply if the Onshore Cash Bridge Required Balance were paid to the Company or a wholly-owned Offshore Subsidiary by way of dividends from the applicable Onshore Subsidiary in whose name such Onshore Bank Designated Account is held) is not less than $30,000,000 (or any lesser amount notified to the Company by the Parent prior to the Closing Date) (such amounts standing to the credit of the Onshore Bank Designated Accounts meeting the requirements of this provision, the “Onshore Cash Bridge Required Balance”) and (B) the aggregate balance standing to the credit of the Offshore Bank Designated Accounts, is not less than $40,000,000 (or any lesser amount notified to the Company by the Parent prior to the Closing Date) (such amounts standing to the credit of the Offshore Bank Designated Accounts meeting the requirements of this provision, the “Offshore Cash Bridge Required Balance”).

(c) The Company shall deliver to Parent, Midco and Merger Sub at least five (5) Business Days prior to the Closing Date, copies of bank statements or alternatively, other written evidence (which written evidence shall be certified as of the Closing Date as true and correct by the chief financial officer of the Company) in form and substance reasonably satisfactory to Parent, (A) the amount standing to the credit of all of the Onshore Bank Designated Accounts and (B) the amount standing to the credit of all of the Offshore Bank Designated Accounts.

(d) Prior to the Closing Date, the Company shall, and shall cause its Onshore Subsidiaries to, use commercially reasonable efforts in consultation with Parent, Midco and Merger Sub to take all necessary steps to prepare for the distribution as a dividend (as soon as practicable after the Effective Time) of the full amount of the Onshore Cash Bridge Required Balance held in such Onshore Bank Designated Accounts to the Company or a wholly-owned Offshore Subsidiary and the conversion of such amounts into U.S. dollars, including using commercially reasonable efforts to approve any necessary amendments to the articles of association of any Onshore Subsidiaries in respect of such dividends.

(e) Parent shall, promptly upon termination of this Agreement, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with any cooperation provided pursuant to Section 7.16(a) and Section 7.16(b) and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical and other information relating to the Company provided by the Company and other than arising out of the gross negligence, fraud, willful misconduct or breach of this Agreement by the Company or any of its Representatives).

Section 7.17 SAFE Registration. The Company shall as soon as practicable after the date hereof, (a) use its commercially reasonable efforts to assist in the preparation of applications to SAFE by beneficial shareholders of the Company who are PRC residents as required under SAFE Circulate 75 Rules and Regulations for the registration of their respective holdings of Shares (whether directly or indirectly) in accordance with the requirements of the SAFE Circular 75 Rules and Regulations, including by providing such shareholders with such information relating to the Company and its Subsidiaries as is required for such application, and (b) use its commercially reasonable efforts to assist in the preparation of applications to SAFE by holders of Company Share Awards who are PRC residents for the registration of their vesting and exercise of such Company Share Awards, in accordance with the requirements of the SAFE Share Incentive Rules and Regulations, including by providing such holders with such information relating to the Company and its Subsidiaries as is required for such application.

Section 7.18 Compliance. The Company shall use its commercially reasonable efforts, and shall cause each of its Subsidiaries to use its commercially reasonable efforts, as soon as practicable after the Company Shareholder Approval has been obtained but in no event later than the Closing,

(a) maintain an anti-bribery and anti-corruption policy applicable to the Company and its Subsidiaries and their respective officers, directors, employees and agents;

(b) maintain disclosure controls and procedures and an internal accounting controls system to provide assurances that violations of Anti-Corruption Laws will be prevented, detected and deterred; and

(c) maintain an anti-bribery and anti-corruption training program for all appropriate employees of the Company and its Subsidiaries.

Section 7.19 No Amendment to Buyer Group Contracts. Without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Parent, Midco and Merger Sub shall not, and shall use reasonable best efforts to cause the Buyer Group Parties and their Affiliates not to, enter into or modify any Contract (a) which would, individually or in the aggregate, prevent or materially delay the ability of Parent, Midco or Merger Sub to consummate the Merger and the other Transactions or (b) which would prevent or materially impair the ability of any management member, director or shareholder of

the Company, or any of their respective Affiliates, with respect to any Acquisition Proposal the Company may receive that did not result from any breach of Section 7.03, taking any of the actions described in Section 7.03 to the extent such actions are permitted to be taken by the Company thereunder; provided that the foregoing shall not restrict any employee of the Company from becoming a party to the Contribution Agreements and the Voting Agreements. Within two (2) Business Days after the execution thereof, Parent, Midco and Merger Sub shall provide the Company with a copy of any amendment to a Buyer Group Contract.

ARTICLE VIII

CONDITIONS TO THE MERGER

Section 8.01 Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent, Midco and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver (where permissible under applicable Law) at or prior to the Effective Time of the following conditions:

(a) Shareholder Approval. The Company Shareholder Approval shall have been obtained.

(b) No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of enjoining, restraining, prohibiting or otherwise making illegal the consummation of the Transactions (collectively, a “Restraint”).

(c) Antitrust Approval. The parties shall have made all necessary filings under the PRC Anti-Monopoly Law, the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade and the HSR Act (if required) and shall have received, if necessary, clearance under the PRC Anti-Monopoly Law, the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade and the HSR Act (if required) approving the Merger.

Section 8.02 Conditions to the Obligations of Parent, Midco and Merger Sub. The obligations of Parent, Midco and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver (where permissible under applicable Law) at or prior to the Effective Time of the following additional conditions:

(a) Representations and Warranties. (i) The representations and warranties set forth in Section 4.03 shall be true and correct in all respects (except for de minimus inaccuracies) as of the date of this Agreement and as of the Closing Date as though made on and as of such date; (ii) the representations and warranties set forth in Section 4.01(a), Section 4.04, Section 4.05(a)(i) and Section 4.22 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 such date; (iii) the representations and warranties set forth in Section 4.19 shall be true and correct (without giving effect to any limitation as to “materiality” set forth therein) in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date; and (iv) the other representations and warranties of the Company contained in this Agreement shall be true and

correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date, except (A) in the case of clauses (i) through (iv) above, to the extent such representation or warranty is expressly made as of a specific date, in which case such representations and warranties shall be true and correct as of such specific date only and (B) in the case of clause (iv) above, where the failure of such representations and warranties of the Company to be so true and correct does not constitute a Company Material Adverse Effect.

(b) Agreements and Covenants. The Company shall have performed or complied in all material respects with all of the agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time.

(c) Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect.

(d) Officer’s Certificate. The Company shall have delivered to Parent a certificate, dated the Closing Date, signed by an executive officer of the Company, certifying as to the satisfaction of the conditions specified in Section 8.02(a), Section 8.02(b) and Section 8.02(c).

Section 8.03 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or written waiver (where permissible under applicable Law) at or prior to the Effective Time of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of Parent, Midco and Merger Sub contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, in each case, except (i) to the extent such representation or warranty is expressly made as of a specific date, in which case such representations and warranties shall be true and correct as of such specific date only and (ii) where the failure of such representations and warranties of Parent, Midco and Merger Sub to be so true and correct has not, individually or in the aggregate, prevented or materially adversely affected the ability of Parent, Midco or Merger Sub to consummate the Transactions.

(b) Agreements and Covenants. Parent, Midco and Merger Sub shall have performed or complied in all material respects with all of the agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time.

(c) Officer’s Share Certificate. Parent shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b).

Section 8.04 Frustration of Closing Conditions. None of the Company, Parent, Midco or Merger Sub may rely on the failure of any condition set forth in Section 8.02 or Section 8.03, as the case may be, to be satisfied to excuse such party’s obligation to effect the Merger if such failure was caused by such party’s failure to use the standard of efforts required

from such party to consummate the Merger and the other Transactions, including as required by and subject to Section 7.08, Section 7.15 and Section 7.16.

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

Section 9.01 Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Shareholder Approval (except as set forth in Section 9.01(d)(ii)), by action taken or authorized by (a) in the case of the Company, the Company Board (or the Special Committee), and (b) in the case of Parent, the Parent Board, as follows:

(a) by the mutual written consent of Parent and the Company duly authorized by the Parent Board and the Company Board (or the Special Committee), respectively; or

(b) by either Parent or the Company if:

(i) the Effective Time shall not have occurred on or before the End Date; provided, however, that the right to terminate this Agreement under this Section 9.01(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement or other intentional breach has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the End Date;

(ii) any Restraint having the effect set forth in Section 8.01(b) hereof shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 9.01(b)(ii) shall not be available to any party whose failure to fulfill any obligation under this Agreement or other intentional breach has been the cause of, or resulted in, the issuance of such final, non-appealable Restraint; or

(iii) the Company Shareholder Approval shall not have been obtained upon a vote held at the Company Shareholders’ Meeting or at any adjournment or postponement thereof; or

(i) upon a breach by the Company of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 8.02(a) or Section 8.02(b) would not be satisfied and such breach would not be curable or, if capable of being cured, shall not have been cured within the earlier of (x) thirty (30) Business Days following receipt of written notice by the Company from Parent of such breach and (y) any shorter period of time that remains between the date Parent provides written notice of such breach and the End Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.01(c)(i) if either Parent, Midco or Merger Sub is then in material breach of any

representations, warranties, covenants or other agreements hereunder such that the conditions set forth in Section 8.03(a) or Section 8.03(b) would not be satisfied; or

(ii) if (x) there shall have been a Change in the Company Recommendation; provided, however, that Parent’s right to terminate this Agreement pursuant to this Section 9.01(c)(ii)(x) shall expire on the earlier of (I) ten (10) Business Days after a Change in the Company Recommendation and (II) the opening of the polls at the Company Shareholder Meeting with respect to the Company Shareholder Approval, or (y) a tender or exchange offer for Shares that constitutes an Acquisition Proposal (whether or not a Superior Proposal) is commenced by a Person unaffiliated with Parent and, within ten (10) Business Days after the public announcement of the commencement of such Acquisition Proposal, the Company shall not have filed a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the holders of Shares reject such Acquisition Proposal and not tender any Shares into such tender or exchange offer; or

(d) by the Company:

(i) (A) upon a breach by Parent, Midco or Merger Sub of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Parent, Midco and Merger Sub shall have become untrue, in either case such that the conditions set forth in Section 8.03(a) or Section 8.03(b) would not be satisfied and such breach would not be curable or, if capable of being cured, shall not have been cured within the earlier of (x) thirty (30) Business Days following receipt of written notice by Parent from the Company of such breach and (y) any shorter period of time that remains between the date the Company provides written notice of such breach and the End Date or (B) if at any time the Guarantee is not in full force and effect in all material respects and such condition continues until the earlier of the End Date or five (5) Business Days following receipt of written notice by Parent from the Company; provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.01(d)(i) if it is then in material breach of any representations, warranties, covenants or other agreements hereunder such that the conditions set forth in Section 8.02(a) or Section 8.02(b) would not be satisfied;

(ii) prior to obtaining the Company Shareholder Approval, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in accordance with Section 7.03(d);

(iii) the Company has effected a Change in the Company Recommendation; or

(iv) if (A) all the conditions to Closing contained in Section 8.01 and Section 8.02 have been satisfied (other than those conditions that by their nature are only capable of being satisfied at the Closing) or waived by Parent, Midco and Merger Sub, (B) Parent, Midco or Merger Sub shall have failed for any reason to consummate the Closing within two (2) Business Days following the date on which the Closing shall have occurred pursuant to Section 2.02, and (C) the Company has irrevocably confirmed by

written notice to Parent that (x) all conditions set forth in Section 8.03 have been satisfied (other than those conditions that by their nature are only capable of being satisfied at the Closing) or that the Company is willing to waive any unsatisfied conditions in Section 8.03 and (y) the Company stands ready, willing and able to consummate the Transactions during such period.

Section 9.02 Effect of Termination. In the event of the valid termination of this Agreement pursuant to Section 9.01, written notice thereof shall be given to the other party or parties, specifying the provision or provisions hereof pursuant to which such termination shall have been made, and this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto or their respective Subsidiaries or Representatives, except (a) with respect to this Section 9.02, Section 7.04(b) (with respect to Parent’s confidentiality obligations), Section 7.10 (Public Announcements), Section 7.16(e) (with respect to Parent’s reimbursement and indemnification obligations), Section 9.03 (Fees and Expenses) and ARTICLE X (General Provisions) which shall remain in full force and effect and (b) subject to Section 9.03(g), nothing in this Section 9.02 shall relieve any party from liability for any knowing and intentional breach of, or fraud in connection with this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Section 9.03 Fees and Expenses.

(a) If this Agreement is validly terminated by

(i) Parent, pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii); or

(ii) the Company, pursuant to Section 9.01(d)(ii) or Section 9.01(d)(iii);

then in any such event, the Company shall pay to Parent or its designee (A) promptly (but in any event no later than two (2) Business Days after Parent validly terminates this Agreement pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), or (B) on the date the Company terminates this Agreement pursuant to Section 9.01(d)(ii) or Section 9.01(d)(iii), an amount equal to $16.3 million (the “Company Termination Fee”) and, which amount shall be payable in cash in immediately available funds, by wire transfer to an account or accounts designated in writing by Parent.

(b) In the event that (i) this Agreement is validly terminated by Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii), (ii) none of Parent, Midco or Merger Sub shall have been in material breach of any of its representations, warranties or covenants under this Agreement that would result in the conditions set forth in Section 8.03(a) or Section 8.03(b) not being satisfied and would not be curable or, if capable of being cured, shall not have been cured within the earlier of (x) thirty (30) Business Days following receipt of written notice by Parent from the Company of such breach and (y) any shorter period of time that remains between the date the Company provides written notice of such breach and the End Date, (iii) at or prior to the time of the termination of this Agreement a third party shall have publicly

disclosed a bona fide Acquisition Proposal (such Acquisition Proposal, the “Outstanding Proposal”), and (iv) within twelve (12) months following the termination of this Agreement, the Company enters into a definitive agreement with respect to the Outstanding Proposal or the Outstanding Proposal is consummated (whether or not such Outstanding Proposal was the same Outstanding Proposal referred to in the preceding clause (iii)), then, in any such case, the Company shall pay to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within five (5) Business Days after such transaction is consummated.

(c) If this Agreement is terminated by the Company pursuant to Section 9.01(d)(i) or Section 9.01(d)(iv), then in any such event, Parent shall pay or cause to be paid to the Company or its designees promptly (but in any event no later than two (2) Business Days) after the Company validly terminates this Agreement pursuant to Section 9.01(d)(i) or Section 9.01(d)(iv), a termination fee (the “Parent Termination Fee”) of an amount equal to $29.3 million, which amount shall be payable in cash in immediately available funds, by wire transfer to an account or accounts designated in writing by the Company.

(d) Except as set forth in this Section 9.03, all costs and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated.

(e) The Company and Parent acknowledge that the agreements contained in this Section 9.03 are an integral part of the Transactions and without the agreements contained in this Section 9.03, the parties would not have entered into this Agreement. Accordingly, in the event that the Company or Parent shall fail to pay the Company Termination Fee, the Company Expenses, the Parent Termination Fee, or the Parent Expenses, as applicable, when due, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such payment, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Action, together with interest on the amount of (i) the Company Termination Fee, the Company Expenses, the Parent Termination Fee, the Parent Expenses, as applicable, and (ii) such documented costs and expenses at the annual rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually received.

(f) In the event this Agreement is terminated by the Company pursuant to Section 9.01(d)(i) or Section 9.01(d)(iv), then Parent shall, within thirty (30) Business Days following receipt of an invoice therefor, reimburse the Company for all reasonably documented out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by the Company and its Affiliates on or prior to the termination of this Agreement in connection with the Transactions (the “Company Expenses”) by wire transfer of same day funds to one or more accounts designated by the Company; provided that the existence of circumstances which could require the Parent Termination Fee to become payable by Parent pursuant to Section 9.03(c) shall not relieve Parent of its obligations to pay the Company Expenses pursuant to this Section 9.03(f); provided, further, that the payment by Parent of the Company Expenses pursuant to this Section 9.03(f) shall not relieve Parent of any obligation to pay the Parent Termination Fee pursuant to Section 9.03(c). In the event this Agreement is terminated (i) by the Company

pursuant to Section 9.01(d)(ii) or Section 9.01(d)(iii), or (ii) by Parent pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then the Company shall, within thirty (30) Business Days following receipt of an invoice therefor, reimburse Parent or its designees for all reasonably documented out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by Parent and its Affiliates on or prior to the termination of this Agreement in connection with the Transactions (including the Financing) (the “Parent Expenses”) by wire transfer of same day funds to one or more accounts designated by Parent; provided that the existence of circumstances which could require the Company Termination Fee to become payable by the Company pursuant to Section 9.03(a) or Section 9.03(b) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 9.03(f); provided, further, that the payment by the Company of Parent Expenses pursuant to this Section 9.03(f) shall not relieve the Company of any obligation to pay the Company Termination Fee pursuant to Section 9.03(a) or Section 9.03(b).

(g) In no event shall (i) the Company be required to pay the Company Termination Fee on more than one occasion or (ii) Parent be required to pay the Parent Termination Fee on more than one occasion. Subject to Section 10.06, Section 9.03(e) and Section 9.03(f), (x) if the Company pays the Company Termination Fee pursuant to Section 9.03(a) or Section 9.03(b), then any such payment shall be the sole and exclusive remedy of Parent, Midco, Merger Sub, the Sponsor and the Guarantor and their respective Affiliates against the Company and its Subsidiaries, and any of their respective former, current or future officers, directors, partners, equity holders, managers, members, Affiliates, employees, representatives, agents or successors and none of the Company, any of its Subsidiaries and any of their respective former, current or future officers, directors, partners, equity holders, managers, members, Affiliates, employees, representatives, agents or successors shall have any further liability or obligation relating to or arising out of this Agreement, the Transactions or the failure of the Merger to be consummated, (y) if Parent pays the Parent Termination Fee pursuant to Section 9.03(c), then any such payment shall be the sole and exclusive remedy of the Company and the other Seller Related Parties against Parent, Midco, Merger Sub, the Sponsor, the Guarantor, the Financing Sources and any of their respective former, current or future officers, directors, partners, equity holders, managers, members, Affiliates, employees, representatives, agents or successors and none of Parent, Midco, Merger Sub, the Sponsor, the Guarantor, the Financing Sources and any of their respective former, current or future officers, directors, partners, equity holders, managers, members, Affiliates, employees, representatives, agents or successors shall have any further liability or obligation relating to or arising out of this Agreement, the Equity Commitment Letter, the Guarantee, the Financing Documents, the Transactions or the failure of the Merger to be consummated and (z) (A) if Parent, Midco or Merger Sub receives any payments from the Company in respect of any breach of this Agreement, and thereafter Parent is entitled to receive the Company Termination Fee under Section 9.03(a) or Section 9.03(b), the amount of such Company Termination Fee shall be reduced by the aggregate amount of any payments made by the Company to Parent, Midco or Merger Sub in respect of any such breaches of this Agreement and (B) if the Company receives any payments from Parent, Midco or Merger Sub in respect of any breach of this Agreement, and thereafter the Company is entitled to receive the Parent Termination Fee under Section 9.03(c), the amount of such Parent Termination Fee shall be reduced by the aggregate amount of any payments made by Parent, Midco or Merger Sub to the Company in respect of any such breaches of this Agreement. Notwithstanding anything herein to the contrary, (i) in no event shall the Company or any other Seller Related

Party be entitled to seek or obtain recovery or judgment in excess of the Parent Termination Fee against the Financing Sources, including for any type of damage relating to this Agreement or the Transactions, whether at law or in equity, in contract, tort or otherwise and (ii) no Financing Source shall be subject to any special, consequential, punitive or indirect damages.

Section 9.04 Amendment. This Agreement may be amended by the parties hereto by action taken by or on behalf of their respective boards of directors (or, in the case of the Company, the Special Committee), at any time prior to the Effective Time; provided, however, that, after the Company Shareholder Approval has been obtained, no amendment may be made that under applicable Law requires further approval by the shareholders of the Company without such approval having been obtained; provided, further, that any amendment, supplement, waiver or other modification of this proviso or Section 9.03(g), Section 9.05, Section 10.04(b), Section 10.05, Section 10.07(b) or Section 10.09 shall not affect the Financing Sources without the prior written consent of the Financing Sources. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

Section 9.05 Waiver. At any time prior to the Effective Time, any party hereto may (a) extend the time for the performance of any obligation or other act of any other party hereto, (b) waive any breach of or inaccuracy in the representations and warranties of any other party contained in this Agreement or in any document delivered pursuant hereto and (c) subject to the proviso in the first sentence of Section 9.04 and to the extent permitted by applicable Law, waive compliance with any agreement of any other party or any condition to its own obligations contained in this Agreement. Notwithstanding the foregoing, no failure or delay by the Company, Parent, Midco or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any other right hereunder. 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.

ARTICLE X

GENERAL PROVISIONS

Section 10.01 Non-Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements in this Agreement and in any instrument delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.01, as the case may be, except for those covenants and agreements contained in this Agreement (including ARTICLE II, ARTICLE III, Section 7.04(b), Section 7.04(c), Section 7.06, Section 7.16(e), Section 9.03 and this ARTICLE X) that by their terms are to be performed in whole or in part after the Effective Time (or termination of this Agreement, as applicable).

Section 10.02 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such Person may subsequently specify by proper notice under this Agreement), with a confirmatory copy to be sent by overnight courier, and (c) on the next Business Day when sent by national overnight

courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice) at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

if to Parent, Midco or Merger Sub:

The Blackstone Group

345 Park Avenue

New York, NY 10054

USA

Attention: John G. Finley

Facsimile: +1 646 253 8983

The Blackstone Group (HK) Limited

Two International Finance Centre

Suite 901, 9th Floor, 8 Finance Street

Central, Hong Kong

Attention: Susannah Lindenfield

Facsimile: +852 3656 8601

with a copy to:

Ropes & Gray

41st Floor, One Exchange Square

8 Connaught Place

Hong Kong

Attention: James T. Lidbury Esq./ Gary Li Esq.

Telephone: +852 3664 6521/ +852 3664 6459

Facsimile: +852 3664 6454/ +852 3664 6485

Email: James.Lidbury@ropesgray.com / Gary.Li@ropesgray.com

if to the Company:

Pactera Technology International Ltd.

Building C-4, No.66 Xixiaokou Road

Haidian District, Beijing, PRC, 100192

Attention: Helena Chen

Telephone: +86 10 5987 5596

Facsimile: +86 10 5987 5599

Email: helena.chen@pactera.com

with a copy to:

Shearman & Sterling

12th Floor, Gloucester Tower,

The Landmark, 15 Queen’s Road Central,

Hong Kong

Attention: Paul Strecker, Esq.

Telephone: (852) 2978-8038

Facsimile: (852) 2140-0338

Email: paul.strecker@shearman.com

Section 10.03 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by virtue of any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section 10.04 Entire Agreement; Assignment.

(a) This Agreement, the exhibits and schedules hereto (including the Company Disclosure Schedule and the Parent Disclosure Schedule), the Contribution Agreements, the Voting Agreements, the Equity Commitment Letter, the Guarantee and the Confidentiality Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof; provided, however, for the avoidance of doubt, that the Confidentiality Agreement shall not be superseded, shall survive any termination of this Agreement and shall continue in full force and effect until the earlier to occur of (a) the Effective Time and (b) the date on which the Confidentiality Agreement expires in accordance with its terms or is validly terminated by the parties thereto.

(b) No party may assign, delegate or otherwise transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent, Midco or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of its Affiliates or (ii) any Financing Sources for the Debt Financing pursuant to the terms of such Debt Financing (including for purposes of creating a security interest herein or otherwise assigning as collateral in respect of such Debt Financing); provided, that such transfer or assignment shall not relieve Parent, Midco or Merger Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent, Midco or Merger Sub. Any purported assignment not permitted under this Section 10.04(b) shall be null and void.

Section 10.05 Parties in Interest. This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, only the parties hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than as set forth in or contemplated by the terms and provisions of Section 7.06 (which is intended to be for the benefit of the Persons covered thereby); it being understood that such rights of third-party

beneficiaries under Section 7.06 shall not arise unless and until the Effective Time occurs) and for the Financing Sources for the Debt Financing and their respective successors, Representatives and permitted assigns with respect to their respective rights and third party benefits under this Section 10.05, Section 9.03(g), the second proviso to Section 9.04, Section 9.05, Section 10.04(b), Section 10.07(b) or Section 10.09.

Section 10.06 Specific Performance; Limitation on Damages.

(a) The parties agree that irreparable damage would occur in the event that a party does not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or otherwise breaches such provisions. Accordingly, the parties acknowledge and agree that the parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief to a party on the basis that (i) such party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. In seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, no party shall be required to provide any bond or other security in connection with any such order or injunction. Until such time as the Company pays the Company Termination Fee or Parent pays the Parent Termination Fee, as the case may be, the remedies available to each party pursuant to this Section 10.06 shall be in addition to any other remedy to which they are entitled at law or in equity, and the election to pursue an injunction or specific performance shall not restrict, impair or otherwise limit Parent, Midco or Merger Sub from, in the alternative, seeking to terminate this Agreement and collect the Company Termination Fee under Section 9.03(a) and Section 9.03(b) or the Company from, in the alternative, seeking to terminate this Agreement and collect the Parent Termination Fee under Section 9.03(c). Notwithstanding anything in this Agreement to the contrary, (A) under no circumstances will the Company be entitled to monetary damages in connection with this Agreement in excess of the aggregate amount of (I) Parent Termination Fee, and (II) any reimbursement obligation of Parent pursuant to Section 9.03(e) and Section 9.03(f), and (B) under no circumstances will Parent be entitled to monetary damages in excess of the aggregate amount of (I) the Company Termination Fee and (II) any reimbursement obligation of the Company pursuant to Section 9.03(e) and Section 9.03(f).

(b) Notwithstanding the foregoing, the right of the Company to obtain an injunction, or other appropriate form of specific performance or equitable relief to cause Parent, Midco and Merger Sub to cause the Equity Financing to be funded simultaneously with the receipt of the Debt Financing (whether under this Agreement, the Equity Commitment Letter or the Guarantee) shall be subject to the requirements that:

(i) all the conditions to Closing contained in Section 8.01 and Section 8.02 have been satisfied (other than those conditions that by their nature are only capable of being satisfied at the Closing) or waived by Parent, Midco and Merger Sub,

(ii) the Debt Financing (and/or, in the event Alternative Debt Financing has been obtained in accordance with Section 7.15 for all or a portion of the Debt Financing, such Alternative Debt Financing) has been funded or would be funded in accordance with the terms thereof at the Closing, if the Equity Financing is funded at the Closing, and

(iii) the Company has irrevocably confirmed to Parent in writing that if the Equity Financing and the Debt Financing were funded, it would take such actions that are within its control to cause the Closing to occur.

(c) For the avoidance of doubt, under no circumstances shall the Company or Parent be permitted or entitled to receive both (i) a grant of injunction, or other form of specific performance or equitable relief under this Section 10.06 and (ii) monetary damages, including all or any portion of the Parent Termination Fee or the Company Termination Fee, as applicable.

Section 10.07 Governing Law.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (other than those provisions set forth in this Agreement that are required to be governed by the CICL). All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, 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 the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts.

(b) With respect to any action or proceeding of any kind or description (whether in law or in equity and whether based on contract, tort or otherwise) against any Financing Source arising out of or relating to this Agreement, the Transactions, the Debt Financing (including any Alternative Debt Financing), the Debt Financing Commitment (including in respect of any Alternative Debt Financing) or the performance of services thereunder, each of the parties hereto agrees that (i) such action or proceeding shall be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan and any appellate court therefrom, (ii) it shall not bring or permit any of its respective Affiliates to bring any action or proceeding referred to in this Section 10.07(b), or voluntarily support any other Person in bringing any such action or proceeding, in any other courts, (iii) it waives to the fullest extent permitted by applicable Law, on behalf of itself and each of its respective Affiliates, any right to trial by jury in respect of any such action or proceeding, (iv) it waives to the fullest extent permitted by applicable Law, on behalf of itself and each of its respective Affiliates, and agrees not to assert, and to cause its Affiliates not to assert, by way of motion, defense or otherwise, in

any such action or proceeding, any claim that it or such Affiliate is not subject personally to the jurisdiction of the above-named courts, that its or such Affiliate’s property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts and (v) agrees that a final judgment in any such 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.

Section 10.08 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or pdf) in two (2) or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 10.09 Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions, the Debt Financing (including any Alternative Debt Financing) or the Debt Financing Commitment (including in respect of any Alternative Debt Financing). Each of the parties hereto (a) certifies that no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.09.

[Signature Page Follows]

IN WITNESS WHEREOF, Parent, Midco, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

	BCP (Singapore) VI Cayman Acquisition Co. Ltd.


	By	/s/ Eddy Huang
		Name: Eddy Huang
		Title: Director


	BCP (Singapore) VI Cayman Financing Co. Ltd.


	By	/s/ Eddy Huang
		Name: Eddy Huang
		Title: Director


	BCP (Singapore) VI Cayman Merger Co. Ltd.


	By	/s/ Eddy Huang
		Name: Eddy Huang
		Title: Director


	Pactera Technology International Ltd.


	By	/s/ Ruby Lu
		Name: Ruby Lu
		Title: Chairman of Special Committee

EX-7.16 4 a13-22485_1ex7d16.htm EX-7.16

Exhibit 7.16

Execution Version

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2013 by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).

RECITALS

WHEREAS, concurrently herewith, Parent, BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”), BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”) and the Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”);

WHEREAS, as of the date hereof, each Rollover Shareholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of, as applicable, (i) such ordinary shares, par value $0.00139482 per share, of the Company, including shares represented by American Depositary Shares (the “Shares,” with respect to Shares to be contributed to Parent pursuant to this Agreement by the Rollover Shareholders, the “Rollover Shares”), (ii) such Company Options, (iii) such Company Restricted Shares, and (iv) such Company Restricted Share Units as set forth opposite such Rollover Shareholder’s name on Schedule A;

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Rollover Shareholders as a group desire to contribute at least 85% of their aggregate Shares to Parent in exchange for newly issued shares of Parent, par value $0.01 per share (the “Parent Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Rollover Shareholders as a group desire to roll over at least 85% of the aggregate number of their Company Restricted Shares, Company Restricted Share Units and Company Options into a right to receive substituted awards of Parent pursuant to the Merger Agreement;

WHEREAS, concurrently herewith, certain other shareholders of the Company (“GGV Rollover Shareholders”) and Parent are entering into another contribution agreement (the “GGV Contribution Agreement”), under which GGV Rollover Shareholders agree to contribute their Shares to Parent in exchange for certain Parent Shares;

WHEREAS, in order to induce Parent, Midco and Merger Sub to enter into the Merger Agreement and induce GGV Rollover Shareholders to enter into the GGV Contribution

Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Shareholders are entering into this Agreement; and

WHEREAS, the Rollover Shareholders acknowledge that Parent, Midco and Merger Sub are entering into the Merger Agreement and GGV Rollover Shareholders are entering into the GGV Contribution Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Shareholders set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent and the Rollover Shareholders hereby agree as follows:

1. Contribution of Rollover Shares by Rollover Shareholders to Parent. Subject to the terms and conditions set forth herein, immediately prior to the Closing and (save as described in Section 5 below) without further action by the Rollover Shareholders, all of the Rollover Shareholders’ right, title and interest in and to the Shares listed on Schedule A, other than the Exempted Shares (as defined below), shall be contributed, assigned, transferred and delivered to Parent.

2. Issuance of Parent Shares. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Parent pursuant to Section 1 of this Agreement, Parent shall issue Parent Shares on a one-for-one basis. The Parent Shares will be allocated among the Rollover Shareholders in a manner consistent with the contribution of the Rollover Shares by each of the Rollover Shareholders and will be issued in the name of such Rollover Shareholder (or, if designated by such Rollover Shareholder, in the name of an affiliate controlled by such Rollover Shareholder) at the Contribution Closing (as defined below). Each Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to such Rollover Shareholder is equal to (x) the total number of the Rollover Shares contributed by such Rollover Shareholder multiplied by (y) the Merger Consideration under the Merger Agreement, (b) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Parent with respect to the applicable Rollover Shares, and (c) on receipt of such Parent Shares, such Rollover Shareholder shall have no right to any other consideration with respect to the Rollover Shares contributed to Parent by such Rollover Shareholder. All Parent Shares issued by Parent at or around the Contribution Closing shall be issued to the Rollover Shareholders and other equity investors in Parent pro rata in an amount proportionate to the relative total amounts of (i) the value of the Rollover Shares (based on the per Share Merger Consideration) rolled-over by the Rollover Shareholders, (ii) the value of other rollover Shares (based on the per Share Merger Consideration) rolled-over by GGV Rollover Shareholders, and (iii) the amount of cash equity contributed by such other equity investors.

3. Rollover of Company Share Awards.

(a) The Rollover Shareholders hereby agree to (i) immediately prior to the Closing, roll over at least 85% of the aggregate number of their Company Restricted Shares,

Company Restricted Share Units and Company Options into a right to receive substituted awards of Parent pursuant to the Merger Agreement, and (ii) promptly take any additional action as may be necessary or desirable to effectuate the rollover transactions contemplated hereby.

(b) Parent and the Rollover Shareholder Representative ( as defined below) have jointly developed a preliminary plan as described in Schedule B to implement the treatment of the equity awards of the Rollover Shareholders and other employees of the Company pursuant to Section 3 of this Agreement and Sections 3.01 and 3.04 of the Merger Agreement. Each of Parent and the Rollover Shareholder Representative agrees that in the course of finalizing the terms of such treatment, they shall not deviate from the preliminary plan in any material respect and they shall consult with each other in good faith in finalizing and implementing such plan.

4. Closing. Subject to (i) the satisfaction in full (or waiver) of all of the conditions set forth in Article VIII of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing) and (ii) the concurrent consummation of the transactions contemplated in the Equity Commitment Letter and the GGV Contribution Agreement, the closing of the contribution and exchange contemplated hereby (the “Contribution Closing”) shall take place no later than one (1) Business Day prior to the Closing.

5. Deposit of Rollover Shares. No later than three (3) Business Days prior to the Contribution Closing, the Rollover Shareholders and any agent of the Rollover Shareholders shall deliver or cause to be delivered to Parent, for disposition in accordance with the terms hereof, (a) duly executed instruments of transfer of the Rollover Shares to Parent or as Parent may direct in writing, in form reasonably acceptable to Parent, and (b) share certificates, if any, representing the Rollover Shares (the “Rollover Shares Documents”). The Rollover Shares Documents shall be held by Parent or any agent authorized by Parent until the Contribution Closing.

6. Irrevocable Election.

(a) The execution of this Agreement by the Rollover Shareholders evidences, subject to Section 12 and the proviso in Section 13(o), the irrevocable election and agreement by the Rollover Shareholders to contribute their respective Rollover Shares in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 12, such Rollover Shareholder shall not, directly or indirectly, (i) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Rollover Shares (“Transfer”) or permit the Transfer by any of his or her Affiliates of an interest in any Rollover Shares, in each case, except as expressly contemplated under this Agreement, the Merger Agreement and the Consortium Agreement, (ii) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any Rollover Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Rollover Shares (other than the Voting Agreement and the Consortium Agreement), or (iv) take any action that could reasonably be

expected to have the effect of preventing, disabling or delaying such Rollover Shareholder from performing his or her obligations under this Agreement. Any purported Transfer in violation of this paragraph shall be null and void.

(b) Each Rollover Shareholder covenants and agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within 48 hours) notify Parent of any new Shares with respect to which beneficial ownership is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Any such Shares, other than the Exempted Shares (as defined below), shall automatically become subject to the terms of this Agreement as Rollover Shares, and Schedule A shall be deemed amended accordingly.

(c) Each Rollover Shareholder hereby irrevocably appoints Mr. Loh Tiak Koon as the representative of such Rollover Shareholder (the “Rollover Shareholder Representative”) to act on behalf of such Rollover Shareholder in respect of all matters arising from or in connection with this Agreement and the transactions contemplated hereby and by the Consortium Agreement and the Merger Agreement, including engaging in discussions and negotiations with Parent or any other Person, determining the terms thereof and executing all such documents necessary or appropriate in conjunction therewith, provided, that the Rollover Shareholder Representative shall consult in good faith with the Rollover Shareholders in making decisions under this Agreement in his capacity as the Rollover Shareholder Representative; provided further, that the Rollover Shareholder Representative shall not have any liability to any party or other person for any breach of this Agreement by any other Rollover Shareholder.

(d) Parent may permit any additional shareholders to roll over their Shares with the consent of the Rollover Shareholder Representative, which consent shall not be unreasonably withheld or delayed. Any such additional shareholder shall, as determined by Parent, execute a Joinder Agreement in the form and substance attached hereto as Exhibit A for such additional shareholder to become a Rollover Shareholder and a party to this Agreement.

7. Exempted Shares. Notwithstanding anything to the contrary in this Agreement, the Rollover Shareholders listed in Schedule A as a group may elect not to contribute up to 15% of the aggregate Shares (the “Exempted Shares”) held by such Rollover Shareholders and their Affiliates and may allocate such non-contributed Shares among themselves and their Affiliates. The Exempted Shares shall not constitute Rollover Shares.

8. Representations and Warranties of the Rollover Shareholders. In consideration of Parent accepting the Rollover Shares, each Rollover Shareholder makes the following representations and warranties, severally and not jointly, to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Contribution Closing, and shall survive the execution and delivery of this Agreement:

Rollover Shareholder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Rollover Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands and the terms of this Agreement, the Voting Agreement and the Consortium Agreement. As of the date hereof, other than the Shares, Company Options, Company Restricted Shares and Company Restricted Share Units listed on Schedule A hereof, such Rollover Shareholder does not own, beneficially or of record, any securities of the Company and any direct or indirect interest in any such securities (including by way of derivative securities). The Rollover Shares are not subject to any voting trust agreement or other Contract to which such Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares other than this Agreement, the Voting Agreement or the Consortium Agreement. Such Rollover Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Rollover Shares, except as contemplated by this Agreement or the Voting Agreement.

(b) Organization, Standing and Authority. Each such Rollover Shareholder has all requisite power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder, with no limitations, qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Shareholder is married, and any of the Rollover Shares of such Rollover Shareholder constitute community property or common property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on property or assets of such Rollover Shareholder pursuant to any Contract to which such Rollover Shareholder is a party or by which such Rollover Shareholder or any property or asset of such Rollover Shareholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Rollover Shareholder or any of such Rollover Shareholder’s properties or assets. Except for otherwise specifically disclosed by such Rollover Shareholder in writing, (i) such Rollover Shareholder who is a “PRC domestic resident” (as set forth in the SAFE Circular 75 Rules and Regulations) and subject to any of the registration or reporting requirements of the SAFE Circular 75 Rules and Regulations, has complied with such reporting and/or registration requirements under the SAFE Circular 75 Rules and Regulations with respect to its investment in the Company; and (ii) such Rollover Shareholder who has an employment or service relationship with the PRC Subsidiaries (as set forth in the SAFE Share Incentive Rules and Regulations) and is subject to any of the registration or reporting requirements under the SAFE Share Incentive Rules and Regulations, has entrusted certain PRC Subsidiary to handle the relevant registration and reporting requirements, and both the entrusted PRC Subsidiary and such Rollover Shareholder have complied with such reporting and/or registration requirements under the SAFE Share Incentive Rules and Regulations with respect to the entitlement under the Company Share Incentive Plans.

(d) No Litigation. There is no action, suit, investigation, complaint or other proceeding pending against any such Rollover Shareholder or, to the knowledge of such Rollover Shareholder, any other Person or, to the knowledge of such Rollover Shareholder, threatened against any Rollover Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Shareholder of his or her obligations under this Agreement.

(e) Reliance. Such Rollover Shareholder understands and acknowledges that Parent, Midco and Merger Sub are entering into the Merger Agreement and GGV Rollover Shareholders are entering into the GGV Contribution Agreement in reliance upon such Rollover Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Rollover Shareholder contained herein.

(f) Receipt of Information. Such Rollover Shareholder has been afforded the opportunity to ask such questions as he or she has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Parent Shares. Such Rollover Shareholder acknowledges that he or she has been advised to discuss with his or her own counsel the meaning and legal consequences of such Rollover Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

9. Representations and Warranties of Parent. Parent represents and warrants to each Rollover Shareholder that:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all

requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Rollover Shareholders (subject to the proviso in Section 13(o)), constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

(b) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on Parent or its properties or assets, (B) conflict with or violate any provision of the organizational documents of Parent, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of Parent’s properties or assets.

(c) Issuance of Parent Shares. Parent has only one class of shares and the Rollover Shareholders, the GGV Rollover Shareholders and other shareholders of Parent will receive the same class of the Parent Shares at or around the Contribution Closing. The Parent Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Encumbrances, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under any agreements entered into at the Contribution Closing by all of the Rollover Shareholders) when issued.

(d) Reliance. Parent understands and acknowledges that the Rollover Shareholders are entering into this Agreement in reliance upon other Buyer Group Parties (other than the Rollover Shareholders) entering into other Buyer Group Contracts.

(e) Buyer Group Contracts. Parent has delivered to the Rollover Shareholder Representative a true, correct and complete copy of each of the Buyer Group Contracts, and Parent and its Affiliates will not enter into any Buyer Group Contracts after the date hereof without the prior consent of the Rollover Shareholder Representative; provided, that no such consent by will be required so long as such amendment will not adversely affect the Rollover Shareholders in any material respect.

10. Other Covenants and Agreements.

(a) Each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to (i) convey, transfer to and vest in Parent, and to put Parent in possession of, all of the applicable Rollover Shares in accordance with the terms of this Agreement, and (ii) to consummate and make effective any other transactions contemplated by this Agreement, including providing information and using reasonable best efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings.

(b) Each Rollover Shareholder who is a PRC resident, as soon as practicable after the date hereof, shall submit an application to the State Administration of Foreign Exchange (“SAFE”) for the registration or amendment registration of his or her holding of Shares (whether directly or indirectly) in the Company in accordance with the requirements of the SAFE Circular 75 Rules and Regulations, if he or she is not in full compliance with such requirements, and shall further update his or her such registration as soon as practicable after the Closing.

(c) Each Rollover Shareholder agrees and acknowledges that such Rollover Shareholder will (i) pay any Taxes and other amounts owed by him or her in connection with (x) the transactions described in the Merger Agreement and this Agreement and (y) compensation previously paid by the Company and its Affiliates to such Rollover Shareholder prior to the Effective Time (including Taxes owed by him or her in connection with the grant or conversion of vested but undelivered Company Restricted Shares, Company Restricted Share Units and Company Options) (such liabilities referred to in items (x) and (y), the “Tax Liabilities”); (ii) make any filings or registrations that are required in connection with any Tax Liabilities; and (iii) cooperate in good faith with Parent or its Affiliates as necessary to resolve any inquiries, claims or other issues that may be raised by a Governmental Authority in connection with such Tax Liabilities.

11. Disclosure.

(a) The Rollover Shareholders, on the one hand, and Parent, on the other hand, shall not, and shall cause their respective Affiliates and Representatives not to, make any press release, public announcement or other public communication regarding the subject matter of this Agreement without the prior written consent of the other party, except to the extent that (i) a party may disclose to its Representatives as such party reasonably deems necessary to give effect to or enforce this Agreement but only on a confidential basis; (ii) if required by law or a court of competent jurisdiction, the SEC, the NASDAQ or another regulatory body or international stock exchange having jurisdiction over a party or pursuant to whose rules and regulations such disclosure is required to be made, including any required Schedule 13D filings and in connection therewith, the disclosure of this Agreement, but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other party and the other party has had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable; or (iii) if the information is publicly available other than through a breach of this Agreement by a party or its Representatives.

(b) Each Rollover Shareholder (i) consents to and authorizes the publication and disclosure by Parent or its Affiliates of such Rollover Shareholder’s identity and ownership

of the Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines in its good faith judgment is required to be disclosed by Law in any press release, any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Authority in connection with the Merger Agreement (or the transactions contemplated thereby), but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the Rollover Shareholder Representative and the Rollover Shareholder Representative has had a reasonable opportunity to comment on the form and terms of disclosure, and (ii) agrees promptly to give to Parent or its Affiliates any information they may reasonably request concerning such Rollover Shareholder for the preparation of any such documents.

12. Termination. This Agreement and the obligations of the Rollover Shareholders hereunder will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that the provisions set forth in Section 11, this Section 12 and Section 13 shall survive the termination of this Agreement; provided, further, that the Rollover Shareholders shall continue to have liability for breaches of this Agreement prior to the termination of this Agreement. If for any reason the Merger contemplated by the Merger Agreement fails to occur but the Contribution Closing has already taken place, then Parent shall promptly return the Rollover Shares Documents to the Rollover Shareholders at their respective addresses set forth on Schedule A and take all such actions as are necessary to restore each such Rollover Shareholders to the position he or she was in with respect to ownership of the Rollover Shares prior to the Contribution Closing.

13. Miscellaneous.

(a) Entire Agreement. This Agreement (together with the Merger Agreement, the Voting Agreement, and the Consortium Agreement) constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

(b) Assignment; Successors. Subject to Section 6(c), neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

(c) Amendment; Modification and Waiver. Subject to Section 6(c), this Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto and otherwise as expressly set forth herein. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or

the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

(d) Survival of Representations and Warranties. All representations and warranties of the Rollover Shareholders or by or on behalf of Parent in connection with the transactions contemplated by this Agreement contained herein shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Parent or the Rollover Shareholders, and the issuance of the Parent Shares.

(e) Interpretation. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise indicated. References to sums of money are expressed in lawful currency of the U.S. and “$” refers to U.S. dollars. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. For purposes of this Agreement, “beneficially owns”, “beneficial owner” or “beneficial ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

(f) Statutory Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.

(g) Recitals and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the parties are references respectively to the parties and their legal personal representatives, successors and permitted assigns.

(h) Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such Person may subsequently specify by proper notice under this Agreement), with a confirmatory copy to be sent by overnight courier, and (iii) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice). All notices hereunder shall be delivered to the addresses set forth below or, with respect

to the Rollover Shareholders, on Schedule A, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(A) If to Parent:

BCP (Singapore) VI Cayman Acquisition Co. Ltd.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10054, USA

Attention: John G. Finley

Facsimile: +1 646 253 8983

The Blackstone Group (HK) Limited

Two International Finance Centre

Suite 901, 9th Floor, 8 Finance Street

Central, Hong Kong

Attention: Susannah Lindenfield

Facsimile: +852 3656 8601

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

Ropes & Gray
41st Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
Attention: James Lidbury and Gary Li
Facsimile: +852 3664 6588

Email: james.lidbury@ropesgray.com and gary.li@ropesgray.com

(B) If to a Rollover Shareholder, in accordance with the contact information set forth next to such Rollover Shareholder’s name on Schedule A;

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

Cleary Gottlieb Steen & Hamilton LLP

23rd Floor, Twin Towers West

B-12 Jianguomenwai Da Jie

Chaoyang District

Beijing 100022, China

Attention: W. Clayton Johnson and Ling Huang

Facsimile: +852 2160 1086; +852 2160 1087

Email: cjohnson@cgsh.com; lhuang@cgsh.com

jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(j) Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity (including specific performance). In the event any breach of this Agreement by any of the Rollover Shareholders (including any failure by the Rollover Shareholder to contribute the Rollover Shares to Parent in accordance with the terms of this Agreement) which has been the primary cause of a failure of any closing condition applicable to Parent, Midco and Merger Sub in the Merger Agreement or a termination right of the Company under the Merger Agreement, the breaching Rollover Shareholders shall, severally and not jointly, pro rata in proportion to the number of Rollover Shares held by such breaching Rollover Shareholder, (A) indemnify and hold harmless Parent, Midco, Merger Sub, the Sponsor, the Guarantors and their Affiliates (the “Parent Parties”) from the aggregate out-of-pocket damages (including all costs and expenses) incurred by any of them in connection therewith, including the amount of any termination fee paid or payable by Parent to the Company under the Merger Agreement and, without duplication, all amounts paid or payable under the Guarantee by the Guarantors and (B) reimburse all out-of pocket expenses incurred by any of the Parent Parties in connection with the transactions contemplated by the Merger Agreement and this Agreement, including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by any of them in connection therewith, together with any costs of enforcement incurred by any of them in seeking to enforce such remedy against such breaching Rollover Shareholders; provided, that the foregoing monetary damages will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the Rollover Shareholders under this Agreement. The breaching Rollover Shareholders shall pay or reimburse the Parent Parties within ten (10) Business Days following receipt of a written notice setting forth in reasonable detail the amount of any losses, damages, liabilities or expenses incurred by any of them. The foregoing shall be without prejudice to any rights and remedies otherwise available to a non-breaching party. The parties hereto agree that the Parent Parties (excluding Parent) shall be third-party beneficiaries of this Section 13(j)(i).

(ii) The Rollover Shareholders further acknowledge and agree that monetary damages would not be an adequate remedy in the event that any covenant or agreement of the Rollover Shareholders in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the Rollover Shareholders under this Agreement. The Rollover Shareholders agree not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement

or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 13(j)(i) and the right of specific performance under this Section 13(j)(ii).

(k) No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement (including Sections 10(c) and 13(j)(i)).

(l) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, 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 the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts.

(m) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions. Each of the parties hereto (i) certifies that no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 13(m).

(n) Expenses. Other than otherwise provided for in this Agreement and the Consortium Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

the Rollover Shareholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

(p) Limitation on Liability. The obligation of each Rollover Shareholder under this Agreement is several (and not joint or joint and several).

(q) No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

[Signature page follows]

IN WITNESS WHEREOF, Parent and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.

	BCP (SINGAPORE) VI CAYMAN ACQUISITION CO. LTD.

	By:	/s/ Eddy Huang
	Name: Eddy Huang
	Title: Director

	/s/ Tiak Koon Loh
	Tiak Koon Loh
	On behalf of the Rollover Shareholders pursuant to Section 1.04 of the Consortium Agreement

Schedule A

Rollover Shareholder Name	Address Facsimile	Shares	Company Options	Company Restricted Shares	Company Restricted Share Units

Chris Shuning Chen	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	2,521,092	200,000	—	519,255

Tiak Koon Loh	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	165,621	899,766	1,117,085	500,000

David Lifeng Chen	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	259,400	68,912	—	223,500

Jun Su	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	30,600	78,400	78,378	20,000

He Jin	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	—	12,182	30,467	80,000

Chu Tzer Liu	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	653,700	33,606	32,630	—

Jian Wu	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	14,450	36,643	—	84,288

Junbo Liu	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	628	61,913	—	81,568

Jinsong Li	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	54,776	164,892	28,677	40,000

Minggang Feng	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	—	—	1,678	175,087

EX-7.17 5 a13-22485_1ex7d17.htm EX-7.17

Exhibit 7.17

Execution Version

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2013, by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and certain shareholders of Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).

WITNESSETH:

WHEREAS, concurrently herewith, Parent, BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”), BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”);

WHEREAS, as of the date hereof, each Shareholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such ordinary shares, par value $0.00139482 per share, of the Company, including shares represented by American Depositary Shares and Company Restricted Shares (the “Shares”) as set forth opposite such Shareholder’s name on Schedule A;

WHEREAS, certain Shareholders intend and are obligated to contribute some or all of their Shares to Parent in exchange for newly issued ordinary shares of Parent prior to the consummation of the Merger pursuant to a contribution agreement entered into in connection with the Merger Agreement dated on the date hereof (the “Contribution Agreement”); and

WHEREAS, in order to induce Parent, Midco and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Shareholders have agreed to enter into this Agreement, pursuant to which the Shareholders are agreeing, among other things, to vote all of their Shares in accordance with the terms of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1. Voting of the Company Shares.

(a) Each Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at any

meeting of the Company’s shareholders, however called, and at any postponement or adjournment thereof, or in any other circumstances where any vote, consent or other approval is taken in respect of the Merger Agreement, each Shareholder shall:

(A) in the case of a meeting, appear at such meeting or otherwise cause the Shares to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting be a poll vote; and

(B) vote or otherwise cause to be voted all of his or her Shares (A) in favor of the approval of the Merger Agreement and the transactions contemplated thereby and any related action reasonably required in furtherance thereof, (B) against any other Acquisition Proposal, (C) against any other action, agreement or transaction that is intended, that would reasonably be expected, or the effect of which would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of his or her obligations under this Agreement, and including: (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary (other than the Merger); (2) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (3) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (4) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum and articles of association or other organizational documents, except if approved in writing by Parent; (5) any action that would require the consent of Parent pursuant to Section 6.01 of the Merger Agreement, except if approved in writing by Parent; or (6) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent, (D) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, (E) in favor of any adjournment or postponement of any shareholders’ meeting as may be requested by Parent and (F) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement.

(b) Each Shareholder hereby appoints Parent and any other designee of Parent, each of them individually, such Shareholder’s irrevocable (the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms) proxy and attorney-in-fact (with full power of substitution) to vote the Shares as indicated in Section 1(a). Each Shareholder intends this proxy to be irrevocable (until the termination date) and coupled with an interest and will take such further actions or execute such other instruments (including any proxies circulated by the Company for any meetings of shareholders of the Company) as may be necessary to effectuate the intent of this proxy, and hereby revokes any proxy previously granted by such Shareholder with respect to the Shares. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote his or her Shares in accordance

with Section 1(a) as instructed by Parent in writing prior to the termination of this Agreement in accordance with its terms. The parties agree that the foregoing is a voting agreement.

Section 2. Representations and Warranties of the Shareholders.

Each Shareholder, severally and not jointly, hereby represents and warrants to Parent as follows:

(a) Ownership of Company Shares. Such Shareholder is the beneficial owner of, and has good and valid title to, the Shares, free and clear of Encumbrances (except for certain encumbrances and restrictions pursuant to the terms of the Company Restricted Shares) other than as created by this Agreement, the Contribution Agreement and the Consortium Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement (including sole power to issue instructions with respect to the matters set forth in Section 1 hereof), in each case with respect to all of the Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands and the terms of this Agreement, the Contribution Agreement and the Consortium Agreement. As of the date hereof, other than the Shares and other securities listed on Schedule A hereof, such Shareholder does not own, beneficially or of record, any securities of the Company and any direct or indirect interest in any such securities (including by way of derivative securities). The Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Shares, other than this Agreement, the Contribution Agreement and the Consortium Agreement. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Shares, except as contemplated by this Agreement.

(b) Organization, Standing and Authority. Each such Shareholder has all requisite power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder, with no limitations, qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Shareholder is married, and any of the Shares of such Shareholder constitute community property or common property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and

by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

(c) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby, nor compliance by such Shareholder with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on such Shareholder or his or her properties or assets, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on property or assets of such Shareholder pursuant to any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets.

(d) No Litigation. There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Shareholder of his or her obligations under this Agreement.

(e) Reliance. Such Shareholder understands and acknowledges that Parent, Midco and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

(f) Receipt of Information. Such Shareholder has been afforded the opportunity to ask such questions as he or she has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby. Such Shareholder acknowledges that he or she has been advised to discuss with his or her own counsel the meaning and legal consequences of such Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

Section 3. Representations and Warranties of Parent.

Parent hereby represents and warrants to each Shareholder that:

assuming due authorization, execution and delivery by the Shareholders (subject to the proviso in Section 9(q)), constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Section 4. Additional Shares.

Each Shareholder covenants and agrees, severally and not jointly, that such Shareholder shall promptly (and in any event within 48 hours) notify Parent of any new Shares with respect to which beneficial ownership is acquired by such Shareholder, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly.

Section 5. Shareholder Representative and Additional Shareholders

(a) Subject to Section 1, each Shareholder hereby irrevocably appoints Mr. Loh Tiak Koon as the representative of such Shareholder (the “Shareholder Representative”) to act on behalf of such Shareholder in respect of all matters arising from or in connection with this Agreement and the transactions contemplated hereby and by the Consortium Agreement and the Merger Agreement, including engaging in discussions and negotiations with Parent or any other Person, determining the terms thereof and executing all such documents necessary or appropriate in conjunction therewith, provided, that the Shareholder Representative shall consult in good faith with the Shareholders in making decisions under this Agreement in his capacity as the Shareholder Representative; provided further, that the Shareholder Representative shall not have

any liability to any party or other person for any breach of this Agreement by any other Shareholder.

(b) Parent may admit any additional shareholder to become a party to this Agreement with the consent of the Shareholder Representative, which consent shall not be unreasonably withheld or delayed. Any such additional shareholder shall execute a Joinder Agreement in the form and substance attached hereto as Exhibit A for such additional shareholder to become a Shareholder and a party to this Agreement.

Section 6. Restrictions on Transfer and Other Restrictions.

Prior to the termination of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his or her Affiliates not to, directly or indirectly:

(a) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Shares (“Transfer”) or permit the Transfer by any of his or her Affiliates of an interest in any Shares, in each case, except as expressly contemplated under this Agreement, the Contribution Agreement, the Merger Agreement and the Consortium Agreement;

(b) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Shares, or any right, title or interest thereto or therein;

(c) deposit any Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shares; or

(d) take any action that could reasonably be expected to have the effect of preventing, disabling or delaying such Shareholder from performing his or her obligations under this Agreement. Any purported Transfer in violation of this paragraph shall be null and void.

Section 7. Disclosure.

(a) The Shareholders, on the one hand, and Parent, on the other hand, shall not, and shall cause their respective Affiliates and Representatives not to, make any press release, public announcement or other public communication regarding the subject matter of this Agreement without the prior written consent of the other party, except to the extent that (i) a party may disclose to its Representatives as such party reasonably deems necessary to give effect to or enforce this Agreement but only on a confidential basis; (ii) if required by law or a court of competent jurisdiction, the SEC, the NASDAQ or another regulatory body or international stock exchange having jurisdiction over a party or pursuant to whose rules and regulations such disclosure is required to be made, including any required Schedule 13D filings and in connection therewith, the disclosure of this Agreement, but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other party and the other party has had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to

the extent reasonably practicable; or (iii) if the information is publicly available other than through a breach of this Agreement by a party or its Representatives.

(b) Each Shareholder (i) consents to and authorizes the publication and disclosure by Parent or its Affiliates of such Shareholder’s identity and ownership of the Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines in its good faith judgment is required to be disclosed by Law in any press release, any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Authority in connection with the Merger Agreement (or the transactions contemplated thereby), but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the Shareholder Representative and the Shareholder Representative has had a reasonable opportunity to comment on the form and terms of disclosure, and (ii) agrees promptly to give to Parent or its Affiliates any information they may reasonably request concerning such Shareholder for the preparation of any such documents.

Section 8. Termination.

This Agreement, and the obligations of the Shareholders hereunder, shall terminate immediately upon the earliest to occur of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms; provided, that the provisions set forth in Section 7, this Section 8 and Section 9 shall survive the termination of this Agreement; provided, further, that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

Section 9. Miscellaneous.

(a) Capacity. This Agreement is being entered into by each Shareholder solely in his or her capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit the rights or obligations of any Shareholder who is or becomes a director or officer of the Company, in discharging (in his or her capacity as a director or officer) his or her fiduciary duties to the Company and the other Shareholders of the Company under applicable Law, and no action taken in any such capacity as a director or officer of the Company shall be a breach of this Agreement.

(b) Entire Agreement. This Agreement (together with the Merger Agreement, the Contribution Agreement and the Consortium Agreement) constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

(c) Assignment; Successors. Subject to Section 5 (without prejudice to Section 1), neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior

written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

(d) Amendment; Modification and Waiver. Subject to Section 5 (without prejudice to Section 1), this Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto and otherwise as expressly set forth herein. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

(e) No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or its Affiliates any direct or indirect ownership or incident of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to each Shareholder and his or her respective affiliates, if any.

(f) Survival of Representations and Warranties. All representations and warranties of the Shareholders or by or on behalf of Parent in connection with the transactions contemplated by this Agreement contained herein shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Parent or the Shareholders, and the issuance of the Parent Shares.

(g) Interpretation. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise indicated. References to sums of money are expressed in lawful currency of the U.S. and “$” refers to U.S. dollars. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. For purposes of this Agreement, “beneficially owns”, “beneficial owner” or “beneficial ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

(h) Statutory Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.

(i) Recitals and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the parties are references respectively to the parties and their legal personal representatives, successors and permitted assigns.

(j) Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such Person may subsequently specify by proper notice under this Agreement), with a confirmatory copy to be sent by overnight courier, and (iii) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice). All notices hereunder shall be delivered to the addresses set forth below or, with respect to the Shareholders, on Schedule A, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(A) If to Parent:

BCP (Singapore) VI Cayman Acquisition Co. Ltd.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10054, USA

Attention: John G. Finley

Facsimile: +1 646 253 8983

The Blackstone Group (HK) Limited

Two International Finance Centre

Suite 901, 9th Floor, 8 Finance Street

Central, Hong Kong

Attention: Susannah Lindenfield

Facsimile: +852 3656 8601

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

Ropes & Gray
41st Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
Attention: James Lidbury and Gary Li
Facsimile: +852 3664 6588

Email: james.lidbury@ropesgray.com and gary.li@ropesgray.com

(B) If to a Shareholder, in accordance with the contact information set forth next to such Shareholder’s name on Schedule A.

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

Cleary Gottlieb Steen & Hamilton LLP

23rd Floor, Twin Towers West

B-12 Jianguomenwai Da Jie

Chaoyang District

Beijing 100022, China

Attention: W. Clayton Johnson and Ling Huang

Facsimile: +852 2160 1086; +852 2160 1087

Email: cjohnson@cgsh.com; lhuang@cgsh.com

(k) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(l) Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity (including specific performance). In the event any breach of this Agreement by any of the Shareholders which has been the primary cause of a failure of any closing condition applicable to Parent, Midco and Merger Sub in the Merger Agreement or a termination right of the Company under the Merger Agreement, the breaching Shareholders shall, severally and not jointly, pro rata in proportion to the number of Shares held by such breaching Shareholder, (A) indemnify and hold harmless Parent, Midco, Merger Sub, the Sponsor, the Guarantors and their Affiliates (the “Parent Parties”) from the aggregate out-of-pocket damages (including all costs and expenses) incurred by any of them in connection therewith, including the amount of any termination fee paid or payable by Parent to the Company under the Merger Agreement and, without duplication, all amounts paid or payable under the Guarantee by the Guarantors and (B) reimburse all out-of pocket expenses incurred by any of the Parent Parties in connection with the transactions contemplated by the Merger Agreement and this Agreement, including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by any of them in connection therewith, together with any costs of enforcement incurred by any of them in seeking to enforce such remedy against such breaching Shareholders; provided, that the foregoing monetary damages will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the Shareholders under this Agreement. The breaching Shareholders shall pay or reimburse the Parent Parties within ten (10) Business Days following receipt of a

written notice setting forth in reasonable detail the amount of any losses, damages, liabilities or expenses incurred by any of them. The foregoing shall be without prejudice to any rights and remedies otherwise available to a non-breaching party. The parties hereto agree that the Parent Parties (excluding Parent) shall be third-party beneficiaries of this Section 9(l)(i).

(ii) The Shareholders further acknowledge and agree that monetary damages would not be an adequate remedy in the event that any covenant or agreement of the Shareholders in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the Shareholders under this Agreement. The Shareholders agree not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 9(l)(i) and the right of specific performance under this Section 9(l)(ii).

(m) No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement (including Section 9(l)(i)).

(n) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, 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 the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts.

(o) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions. Each of the parties hereto (i) certifies that no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 9(o).

(p) Expenses. Other than otherwise provided for in this Agreement and the Consortium Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

(q) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile transmission or pdf), all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties; provided, however, that if any of the Shareholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

(r) Limitation on Liability. The obligation of each Shareholder under this Agreement is several (and not joint or joint and several).

(s) No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

[Signatures page follows]

IN WITNESS WHEREOF, Parent and the Shareholders have caused to be executed or executed this Agreement as of the date first written above.

	BCP (SINGAPORE) VI CAYMAN ACQUISITION CO. LTD.


	By:	/s/ Eddy Huang
	Name: Eddy Huang
	Title: Director

	/s/ Tiak Koon Loh
	Tiak Koon Loh
	On behalf of the Shareholders pursuant to Section 1.04 of the Consortium Agreement

Schedule A

			Other Securities
Shareholder Name	Address Facsimile	Shares(1)	Options	Restricted Share Units
Chris Shuning Chen	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	2,521,092	200,000	519,255
Tiak Koon Loh	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	1,282,706	899,766	500,000
David Lifeng Chen	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	259,400	68,912	223,500
Jun Su	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	108,978	78,400	20,000
He Jin	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	30,467	12,182	80,000

(1) The Shares include any Company Restricted Shares with respect to which the Shareholders have voting power pursuant to the Company Share Incentive Plans.

Chu Tzer Liu	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	686,330	33,606	—
Jian Wu	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	14,450	36,643	84,288
Junbo Liu	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	628	61,913	81,568
Jinsong Li	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	83,453	164,892	40,000
Minggang Feng	3/F Building 8, Zhongguancun Software Park, Haidian District, Beijing 100193, People’s Republic of China +86 10 8282 5058	1,678	—	175,087

EX-7.18 6 a13-22485_1ex7d18.htm EX-7.18

Exhibit 7.18

Execution Version

October 17, 2013

BCP (Singapore) VI Cayman Acquisition Co. Ltd.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154, the United States

Ladies and Gentlemen:

This letter agreement sets forth the commitment of Blackstone Capital Partners (Cayman II) VI L.P. (“Sponsor”), on the terms and subject to the conditions contained herein, to purchase, or cause the purchase of, the equity of BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, in accordance with the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent, BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”) and BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), Parent will acquire the Company by merging Merger Sub with and into the Company (the “Merger”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided below.

1. Commitment. Sponsor hereby commits, on the terms and subject to the conditions set forth herein, to capitalize, or cause the capitalization of, Parent, at or prior to the Closing, with equity contribution, shareholder loans and/or other instruments of up to an aggregate of $240,000,000 (the “Commitment”), which, to the extent necessary, will be used to fund a portion of the Exchange Fund and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement. Notwithstanding anything to the contrary contained herein or otherwise, Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Parent. Sponsor may effect the Commitment directly or indirectly through one or more affiliated entities or other designated co-investors; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor herein. In the event Parent does not require the full amount of the Commitment in order to consummate the Merger, the amount to be funded under this letter agreement may be reduced as determined by Sponsor.

2. Conditions. The obligation of Sponsor to fund or cause the funding of the Commitment shall be subject only to (i) the satisfaction or waiver by Parent, Midco and Merger Sub of each of the conditions to Parent’s, Midco’s and Merger Sub’s obligation to consummate the Transactions contemplated by the Merger Agreement set forth in Sections 8.01 and 8.02 (other than any conditions set forth in Sections 8.01 and 8.02 that by their nature can only be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (ii) the Debt Financing has been funded or would be funded at the date the

Closing is required to occur pursuant to Section 2.02 of the Merger Agreement if the Equity Financing and the contribution of the Rollover Shares by the Rollover Shareholders were consummated at such date and (iii) the concurrent consummation of the Merger in accordance with the terms of the Merger Agreement.

3. Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, Sponsor is executing and delivering to the Company a limited guarantee, dated as of the date hereof (the “Limited Guarantee”), related to certain payment obligations of Parent under the Merger Agreement. Other than as set forth in Section 4(ii) of this letter agreement, the Company’s remedies against Sponsor under the Limited Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against Sponsor or any Non-Recourse Party (as defined in the Limited Guarantee). Whether or not the Company is entitled to enforce the Commitment in accordance with Section 4(ii) hereof, in the event the Commitment is not funded in accordance with the terms of this letter agreement, neither Parent, the Company, nor any other Person shall have, and no Person is intended to have, any right of recovery against Sponsor or any Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or this letter agreement or the Transactions, including in the event Parent, Midco or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s, Midco’s or Merger Sub’s breach is caused by Sponsor’s breach of its obligations under this letter agreement, except for claims against Sponsor pursuant to the Limited Guarantee.

4. Enforceability. This letter agreement may only be enforced by (i) Parent at the direction of Sponsor, (ii) the Company pursuant to the Company’s limited right to seek specific performance of Parent’s obligation under Section 10.06 of the Merger Agreement and (iii) the Company, to enforce the Sponsor’s obligation to fund the Commitment, in accordance with Section 9 hereof. Neither Parent’s, Midco’s, Merger Sub’s nor the Company’s direct or indirect creditors nor the Company shall have the right to enforce this letter agreement or to cause Parent to enforce this letter agreement. This letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder or any rights to enforce the Commitment or any provision of this letter agreement or to cause any Person to enforce the Commitment or any provision of this letter agreement. The exercise by Parent or the Company of any right to enforce this letter agreement does not give rise to any other remedies, monetary or otherwise, such remedies being limited to those provided under the Limited Guarantee. Any exercise of such rights by the Company are subject to the Company’s prior delivery of written notice to Parent and Sponsor stating the Company’s unqualified acceptance of, and agreement to comply with, the provisions of this letter agreement.

5. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent and Sponsor. Together with the Merger Agreement, the Limited Guarantee and the Confidentiality Agreement (as defined in the Merger Agreement), this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between Sponsor or any of its Affiliates (other than Parent, Midco and Merger Sub), on the one hand, and Parent, Midco, Merger Sub or the Company or any of the Company’s Affiliates, on the other, with respect to the transactions contemplated hereby. No transfer of any rights or obligations

hereunder shall be permitted without the consent of Sponsor and Parent. Any transfer in violation of the preceding sentence shall be null and void.

6. Governing Law: Jurisdiction. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. All actions and proceedings arising out of or relating to this letter agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any Action arising out of or relating to this letter agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, 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 the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this letter agreement or the Transactions may not be enforced in or by any of the above-named courts.

7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.

8. Counterparts. This letter agreement may be executed in any number of counterparts (including by facsimile transmission or pdf), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

9. No Third Party Beneficiaries. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto and its successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and nothing in this letter agreement, express or implied, is intended to, nor does, confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder or any rights to enforce the Commitment or any provision of this letter agreement; provided, that each Non-Recourse Party is an express third party beneficiary hereof and may rely on and enforce the provisions of Section 3 hereof; provided, further that the Company is an express third party beneficiary hereof solely for the purposes of Section 4(ii) and (iii) of this letter agreement.

10. Confidentiality. This letter agreement shall be kept confidential by the Company and may not be used, circulated, quoted or otherwise referred to in any document, except with

the written consent of Sponsor; provided, that no such written consent is required for any disclosure of this letter agreement, including the existence or terms of this letter agreement, by the Company to the extent required by (i) applicable Law (including in connection with any litigation relating to the Merger, the Merger Agreement and the Transactions contemplated thereby), (ii) the applicable rules of any national securities exchange or (iii) the Exchange Act and other rules and regulations of the SEC governing any SEC filing relating to the Merger.

11. Termination. This letter agreement, and the obligation of Sponsor to fund the Commitment, will terminate automatically and immediately upon the earliest to occur of (a) the Closing (at which time the obligation shall be discharged), (b) the valid termination of the Merger Agreement in accordance with its terms, and (c) the Company or any of its Affiliates or Representatives asserting any claim under the Limited Guarantee or otherwise against Sponsor in connection with the Merger Agreement or any of the transactions contemplated hereby or thereby (other than any claim relating to a breach or seeking to prevent a breach of the confidentiality agreement between the Company and Sponsor or any of its Affiliates or any claim by the Company seeking an injunction or other specific performance against (i) Parent, Midco and Merger Sub under the Merger Agreement or (ii) against Sponsor under this letter agreement as contemplated by Section 4 hereof).

12. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, Parent covenants, agrees and acknowledges that no Person other than Sponsor has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that Sponsor may be a limited partnership or limited liability company, Parent has no right of recovery under this letter agreement or under any document or instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 14), members, managers, general or limited partners of Sponsor or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisors, representatives, Affiliates (other than any assignee under Section 14), agent of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. Notwithstanding any exercise or right to exercise its enforcement rights in accordance with Section 4 hereof, the Company is subject to this Section 12 to the same extent that Parent is.

13. Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter agreement.

14. Assignment. This Agreement may not be assigned by any party (by operation of Law or otherwise) without the prior written consent of the other party; provided, however, that

Sponsor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the other party, to any other Person to which it has allocated all or a portion of its investment commitment to Parent; provided, further, that no such assignment or delegation shall relieve Sponsor of its obligations hereunder to the extent not performed by such person(s).

[Remainder of page intentionally left blank]

		Sincerely,

		BLACKSTONE CAPITAL PARTNERS (CAYMAN II) VI L.P.

		By: Blackstone Management Associates (Cayman) VI L.P., its General Partner

		By:	BCP VI GP L.L.C., its General Partner

		By:	/s/ John G. Finley
			Name: John G. Finley
			Title: Chief Legal Officer


Agreed to and accepted:

BCP (SINGAPORE) VI CAYMAN ACQUISITION CO. LTD.


By:	/s/ Eddy Huang
	Name: Eddy Huang
	Title: Director

EX-7.19 7 a13-22485_1ex7d19.htm EX-7.19

Exhibit 7.19

Execution Version

BANK OF AMERICA, N.A.

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

One Bryant Park

New York, NY 10036

CITIGROUP GLOBAL
MARKETS ASIA LIMITED

50/F Citibank Tower

Citibank Plaza, 3 Garden Road

Central, Hong Kong

HSBC SECURITIES (USA) INC.

HSBC BANK USA, N.A.

452 Fifth Avenue

New York, NY 10018

HSBC BANK (CHINA)

COMPANY LIMITED

BEIJING BRANCH

2F, COFCO Plaza

No. 8 Jianguomennei Avenue

Dongcheng District

Beijing, China 100005

CONFIDENTIAL

October 17, 2013

BCP (Singapore) VI Cayman Financing Co. Ltd.

c/o Blackstone Capital Partners VI L.P.

345 Park Avenue

New York, New York 10154

Attention: Jonathan Kaufman

Project Galaxy
Commitment Letter

Ladies and Gentlemen:

You have advised each of Bank of America, N.A., (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Citi (as defined below), HSBC Securities (USA) Inc., (“HSBC Securities”), HSBC Bank USA, N.A., (“HSBC Bank”) and HSBC Bank (China) Company Limited Beijing Branch, 汇丰银行（中国）有限公司北京分行 (“HSBC China” and together with Bank of America, Merrill Lynch, Citi, HSBC Securities and HSBC Bank, collectively, the “Commitment Parties,” “we” or “us”) that BCP (Singapore) VI Cayman Financing Co. Ltd. (“Newco”), formed at the direction of Blackstone Capital Partners VI L.P. and/or its affiliates (collectively, the “Sponsor”) and the direct parent company of BCP (Singapore) VI Cayman Merger Co. Ltd. (“Merger Sub”), intends to acquire a company previously identified to us and code-named “Galaxy” (the “Company”), and to consummate the other transactions described in Exhibit A hereto. Capitalized terms used but not defined herein have the meanings assigned to them in the Exhibits attached hereto. For the purposes of this Commitment Letter, “Citi” shall mean Citigroup Global Markets Asia Limited, Citigroup Global Markets Inc., Citibank, N.A., Citigroup USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein.

1. Commitments.

In connection with the Transactions (a) Bank of America is pleased to advise you of its commitment to provide 40% of the Offshore Revolving Facility, 40% of the Senior Secured Bridge

Facility, 40% of the Cash Bridge Facility and 40% of the Onshore Revolving Facility, (b) Citi is pleased to advise you of its commitment to provide 40% of the Offshore Revolving Facility, 40% of the Senior Secured Bridge Facility, 40% of the Cash Bridge Facility and 40% of the Onshore Revolving Facility and (c) HSBC Bank is pleased to advise you of its commitment to provide 20% of the Offshore Revolving Facility, 20% of the Senior Secured Bridge Facility, 20% of the Cash Bridge Facility and HSBC China (along with Bank of America, Citi and HSBC Bank each an “Initial Lender” and together the “Initial Lenders”) is pleased to advise you of its commitment to provide 20% of the Onshore Revolving Facility, in each case upon the terms and subject to the conditions set forth or referred to in this commitment letter (together with the Term Sheets, this “Commitment Letter”).

2. Titles and Roles.

It is agreed that (a) each of Merrill Lynch, Citi and HSBC Securities will act as joint lead arrangers (in such capacity, the “Lead Arrangers”) and Merrill Lynch, Citi and HSBC Securities will act as joint bookrunners for each of the Facilities; (b) Bank of America will act as administrative agent for the Offshore Revolving Facility (in such capacity, the “Offshore Bank Administrative Agent”) and collateral agent for the Offshore Revolving Facility; (c) Bank of America will act as administrative agent for the Senior Secured Bridge Facility (in such capacity, the “Secured Bridge Administrative Agent”) and collateral agent for the Senior Secured Bridge Facility; (d) Bank of America will act as administrative agent for the Cash Bridge Facility (in such capacity, the “Cash Bridge Administrative Agent”, together with the Secured Bridge Administrative Agent, the “Bridge Administrative Agents”) and collateral agent for the Cash Bridge Facility and (e) Bank of America will act as administrative agent for the Onshore Revolving Facility (in such capacity, the “Onshore Bank Administrative Agent”; the Bridge Administrative Agents together with the Offshore Bank Administrative Agent and the Onshore Bank Administrative Agent, the “Administrative Agents”) and collateral agent for the Onshore Revolving Facility. It is further agreed that Merrill Lynch will appear on the top left of the cover page of any marketing materials for the Offshore Revolving Facility, Merrill Lynch will appear on the top left of the cover page of any marketing materials for the Senior Secured Bridge Facility, Merrill Lynch will appear on the top left of the cover page of any marketing materials for the Cash Bridge Facility, Merrill Lynch will appear on the top left of the cover page of any marketing materials for the Onshore Revolving Facility and Merrill Lynch will hold the roles and responsibilities conventionally understood to be associated with such name placement. At any time within 15 business days after the date of your acceptance of this Commitment Letter, you may appoint up to three additional agents, co-agents, arrangers, joint bookrunners, managers or co-managers (any such agent, co-agent, arranger, joint bookrunner, manager or co-manager an “Additional Agent”) or confer other titles in respect of each Facility and may allocate up to an aggregate of 20% of the commitments of the Commitment Parties hereunder with respect to each Facility (allocated pro rata among each Facility) and corresponding compensatory economics in connection with each Facility to such Additional Agent or its affiliates (it being understood that, to the extent you appoint Additional Agents or confer other titles in respect of any Facility, the economics allocated to, and the commitment amounts of, the then existing Commitment Parties or Initial Lenders, as applicable, in respect of such Facility will be proportionately reduced by the amount of the economics allocated to, and the commitment amount of, each such Additional Agent (or its affiliates), in each case upon the execution and delivery by such Additional Agent and any related affiliates of customary joinder documentation acceptable to you and, thereafter, each such Additional Agent or its affiliate, as applicable, shall constitute a “Commitment Party,” “Initial Lender,” and “Lead Arranger,” as applicable, in respect to the relevant Facilities, under this Commitment Letter and under the Fee Letter). No compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid, in each case, in connection with the Facilities unless you and the Commitment Parties shall so agree.

3. Syndication.

The Commitment Parties reserve the right, prior to or after the execution of the Facilities Documentation (as defined below), to syndicate all or a portion of the Commitment Parties’ commitments hereunder to a group of banks, financial institutions and other institutional lenders identified by the Commitment Parties in consultation with you and reasonably acceptable to you (your consent not to be unreasonably withheld or delayed), including any relationship lenders designated by you in consultation with the Commitment Parties (together with the Initial Lenders, the “Lenders”); provided, that, notwithstanding each Commitment Party’s right to syndicate the Facilities and receive commitments with respect thereto, the Commitment Parties may not assign all or any portion of their commitments hereunder until after the Closing Date (other than an assignment to an additional Initial Lender as provided in Section 2 above, and upon designation of such Additional Agent (or its affiliate) as an Initial Lender pursuant to the immediately preceding paragraph, in respect of the amount allocated to such Additional Agent) and, unless you agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications, waivers and amendments, until the Closing Date has occurred. Notwithstanding the foregoing, the Commitment Parties will not syndicate to those banks, financial institutions and other institutional lenders and competitors of the Company and its subsidiaries separately identified in writing by you or the Sponsor to us prior to the date hereof (or in respect of any competitors of the Company and its subsidiaries that are operating companies, separately identified in writing by you or the Sponsor prior to the commencement of general syndication of the Commitment Parties’ commitments hereunder) (“Disqualified Lenders”). Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that the Initial Lenders’ commitment hereunder are not subject to commencement or completion of syndication of the Facilities.

The Commitment Parties intends to commence syndication efforts promptly after your acceptance of this Commitment Letter and as part of such syndication efforts, it is the Commitment Parties’ intent to have Lenders commit to the Facilities prior to the Closing Date. You agree to use your commercially reasonable efforts to assist the Commitment Parties in completing a syndication that is reasonably satisfactory to it and you until the date that is the earlier of (a) 30 days after the Closing Date and (b) the date on which a successful syndication (as defined in the Fee Letter) is achieved (such earlier date, the “Syndication Date”). Such assistance shall include (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Sponsor and, to the extent practical and appropriate, the Company, (b) facilitating direct contact between senior management of you (and your using commercially reasonable efforts to arrange for direct contact between your representatives and non-legal advisors and senior management, representatives and non-legal advisors of the Sponsor and the Company) and the proposed Lenders at times and locations mutually agreed upon, (c) your assistance (and your using commercially reasonable efforts to cause the Sponsor and the Company to assist) in the preparation, at least 15 business days prior to the Closing Date (excluding any dates deemed not to be business days or included in “blackout periods” referred to in paragraph 7 of Exhibit F hereto), of customary confidential information memoranda (“Confidential Information Memoranda”) for the Senior Secured Bridge Loans and other customary marketing materials to be used in connection with the syndications (all of which shall be in form and substance consistent with confidential information memoranda in recent transactions sponsored by the Sponsor), (d) using your commercially reasonable efforts to procure corporate ratings (but no specific rating) for the Borrower and ratings (but no specific rating) for the Senior Secured Notes, in each case, from each of Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., and (e) the hosting, with the Commitment Parties, of one or more meetings of prospective Lenders at times and locations mutually agreed upon (or conference calls, based on the number of anticipated lenders that are to attend the meeting, the time and travel requirements of management to attend such meetings and market conditions). During the primary syndications of the

Facilities on or prior to the Syndication Date, (i) you will ensure that there will not be any competing issues of debt securities or syndicated credit facilities of you or your subsidiaries and you will use commercially reasonable efforts to cause the Company to ensure that there will not be any competing issues of debt securities or syndicated credit facilities of the Company or any of its subsidiaries (in each case, other than the Senior Secured Notes or any debt securities issued in lieu of the Senior Secured Notes or any secured notes issued as contemplated by the Fee Letter or with our consent) being offered, placed or arranged that would impair the primary syndication of the Facilities (it being understood that (1) replacements, extensions and renewals of existing indebtedness of the Company and its subsidiaries that mature prior to the Closing Date, (2) replacements, extensions and renewals of existing indebtedness of the Company and its subsidiaries that mature on or after the Closing Date, but prior to one year from the date hereof in an amount to be agreed, (3) indebtedness of the Company and its subsidiaries incurred in the ordinary course of business and (4) any indebtedness of the Company and its subsidiaries permitted under the Merger Agreement as in effect on the date hereof) shall in each case not be subject to this clause (i)) and (ii) you agree to use your commercially reasonable efforts to prepare and provide (and to use commercially reasonable efforts to cause the Sponsor and the Company to provide) promptly to the Commitment Parties all available customary information with respect to you, the Company and each of your and its respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections relating to the Company and its subsidiaries (including financial estimates, forecasts and other forward-looking information) (the “Projections”), as the Commitment Parties may reasonably request. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation, or any agreement containing an obligation of confidentiality (to the extent such agreement is not created in contemplation hereof and provided that, to the extent permitted by such agreement, you notify us that such information is being withheld pursuant to such agreement) binding you, the Company or your or its respective affiliates. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, (i) neither the obtaining of the ratings referenced above nor the compliance with any of the other provisions set forth in clauses (a) through (e) above or any other provision of this paragraph shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date or at any time thereafter and (ii) neither the commencement nor the completion of the syndication of the Facilities shall constitute a condition precedent to the Closing Date.

The Commitment Parties will, in consultation with you, manage all aspects of any syndication, including decisions as to the selection of institutions to be approached (with your consent not to be unreasonably withheld and excluding Disqualified Lenders) and when they will be approached, when their commitments will be accepted, which institutions will participate (with your consent not to be unreasonably withheld and excluding Disqualified Lenders), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders.

4. Information.

You hereby represent and warrant that (but the accuracy of which representation and warranty shall not be a condition to the commitments hereunder or the funding of the Facilities on the Closing Date) (a) (with respect to the Company and its subsidiaries, to the best of your knowledge) all written information and written data (such information and data, other than (i) the Projections and (ii) information of a general economic or general industry nature, the “Information”) that have been or will be made available to the Commitment Parties by you or the Sponsor or any of your or their respective representatives, taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after

giving effect to all supplements and updates thereto) and (b) the Projections that have been or will be made available to the Commitment Parties by you, the Company, the Sponsor or any of your or their respective representatives have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made; it being understood that any such financial projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular financial projections will be realized, that actual results may differ and that such differences may be material. You agree that, if at any time prior to the Syndication Date, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly notify us and use commercially reasonable efforts to promptly supplement the Information and the Projections so that (to the best of your knowledge, with respect to the Company and its subsidiaries) such representations will be correct in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach of such representation. In arranging and syndicating the Facilities, the Lead Arrangers will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof. We will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of you, the Borrower, the Company or any other party or to advise or opine on any related solvency issues.

You hereby acknowledge that (a) the Lead Arrangers will make available Information and Projections to the proposed syndicate of Lenders and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Company, its subsidiaries or its securities) (each, a “Public Lender”). You hereby acknowledge that the Commitment Parties will make available Information, Projections and other offering and marketing material and presentations, including confidential information memoranda to be used in connection with the syndication of the Facilities to the proposed syndicate of Lenders, by posting the Information and Projections on Intralinks, SyndTrak Online or by similar electronic means (collectively, the “Platform”). At the request of the Lead Arrangers, you agree to assist us in preparing an additional version of each Confidential Information Memorandum to be used by Public Lenders. The information to be included in the additional version of each Confidential Information Memorandum will consist exclusively of information and documentation that is either (x) publicly available (or could be derived from publicly available information) or (y) not material with respect to you, the Company, your or its respective subsidiaries or your or its securities for purposes of United States federal and state securities laws. It is understood that in connection with your assistance described above, (a) customary authorization letters will be included in each Confidential Information Memorandum that authorize the distribution of such Confidential Information Memorandum to prospective Lenders, contain customary representations confirming that the public-side version does not include material non-public information about you, the Company, your or its respective subsidiaries or your or its securities, and the Confidential Information Memorandum will exculpate us with respect to any liability related to the use of the contents of such Confidential Information Memorandum or any related marketing material by the recipients thereof and exculpate you, the Sponsor, the Company and your and their respective affiliates with respect to any liability related to the misuse of the contents of such Confidential Information Memorandum or any related marketing material by the recipients thereof; (b) the public information shall include the following information except to the extent you notify us to the contrary and provided that you shall have been given a reasonable opportunity to review such documents and comply with the U.S. Securities and Exchange Commission disclosure requirements (and such public information is permitted to be made available to all prospective Lenders, including through a Platform designated “Public Lenders”): (i) drafts and final definitive documentation with respect to the Facilities, (ii) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (iii) notification of changes in the terms of the Facilities; (c) at our request, you shall identify information to be distributed to Public Lenders by clearly and conspicuously marking

the same as “PUBLIC” (it being understood that you shall not otherwise be under any obligation to mark Information as “PUBLIC”); and (d) we shall be entitled to treat any Information and Projections that are not specifically identified as “Public” as being suitable only for posting on a portion of the Platform not designated Public Lenders.

5. Fees.

As consideration for the commitment of the Initial Lenders hereunder and the Lead Arrangers’ agreement to perform the services described herein, you agree to pay the fees set forth in this Commitment Letter and in the confidential Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances, except as otherwise contemplated by the Fee Letter.

6. Conditions Precedent.

The commitments of the Initial Lenders hereunder and the Lead Arrangers’ agreement to perform the services described herein are subject only to (a) the execution and delivery by the Borrower (and Guarantors, as applicable) to the Offshore Bank Administrative Agent of definitive documentation with respect to the Offshore Revolving Facility and, if applicable, to the Secured Bridge Administrative Agent with respect to the Senior Secured Bridge Facility, to the Cash Bridge Administrative Agent with respect to the Cash Bridge Facility and to the Onshore Bank Administrative Agent with respect to the Onshore Revolving Facility (collectively, the “Facilities Documentation”), in each case, which shall be consistent with the applicable Term Sheet and the Documentation Principles and shall be subject to the Certain Funds Provision (as defined below) and (b) the conditions set forth in Exhibit F (clauses (a) and (b) collectively, the “Funding Conditions”); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of this Commitment Letter, the Fee Letter and the Facilities Documentation) other than the Funding Conditions that are expressly stated to be conditions to the initial funding under the Facilities on the Closing Date (and upon satisfaction or waiver of such conditions, the initial funding under the Facilities shall occur).

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the making or accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (A) such of the representations and warranties made by the Company with respect to itself and its direct or indirect subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you or your affiliates have the right pursuant to the Merger Agreement to terminate your (or their) obligations to consummate the Acquisition (or the right pursuant to the Merger Agreement not to consummate the Acquisition) as a result of a breach of such representations and warranties (the “Specified Merger Agreement Representations”), and (B) the Specified Representations (as defined below) made by the Borrower and the Guarantors in the Facilities Documentation and (ii) the terms of the Facilities Documentation and the Closing Deliverables shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the Funding Conditions are satisfied (it being understood that, to the extent the provision of any Guarantee or Collateral required by the Offshore Revolving Facility Documentation, the Senior Secured Bridge Loan Documents, the Cash Bridge Loan Documents and the Offshore Revolving Facility Documentation (other than any Guarantee from a subsidiary organized in the Cayman Islands, United States, British Virgin Islands, Japan and the Hong Kong Special Administrative Region of the People’s Republic of China and other than assets with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code (or, with respect to the Borrower and any Guarantor organized in the Hong Kong Special Administrative Region of the People’s Republic of China, the foreign equivalent thereof) and the

delivery of stock certificates of the Borrower and material (to be defined in a manner to be agreed) wholly-owned restricted subsidiaries (organized in the United States, the Cayman Islands and, to the extent permitted by applicable laws, rules and requirements, other material jurisdictions)) is not or cannot be provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so or without undue burden or expense, the provision of such Guarantee and/or Collateral and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but shall be required to be provided and/or perfected within 90 days after the Closing Date (subject to extensions by the applicable Administrative Agent in its reasonable discretion). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the Guarantors as of the Closing Date (after giving effect to the Acquisition) set forth in the Facilities Documentation relating to organizational power and authority (as to execution, delivery and performance of the applicable Facilities Documentation); the due authorization, execution, delivery and enforceability of the applicable Facilities Documentation; Federal Reserve margin regulations; the Investment Company Act; the creation, validity and perfection of security interests in the Collateral to be perfected on the Closing Date (subject to permitted liens and the limitations set forth in the preceding sentence); no conflicts of the applicable Facilities Documentation with charter documents of the Borrower or the Guarantors as of the Closing Date; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its restricted subsidiaries on a consolidated basis (to be determined in a manner consistent with the solvency certificate to be delivered in the form set forth in Annex I attached to Exhibit F); PATRIOT ACT, Trading with the Enemy Act, FCPA and OFAC (as applicable in the United States and the foreign equivalent in the Cayman Islands). This paragraph shall be referred to herein as the “Certain Funds Provision”.

7. Indemnification; Expenses.

You agree (a) to indemnify and hold harmless each of the Commitment Parties and each of their respective affiliates and controlling persons and the respective officers, directors, employees, successors, partners, agents, advisors and representatives of each of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of, resulting from or in connection with this Commitment Letter, the Fee Letter, the Transactions or the Facilities, or any claim, litigation, investigation or proceeding (any of the foregoing, an “Action”) relating to any of the foregoing and regardless of whether brought by you or any of your affiliates or any other person or against any person, including the Company, its security holders and its other affiliates, regardless of whether any such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person within 30 days after receipt of a written request together with reasonably detailed backup documentation for any reasonable legal (limited to one counsel for all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant jurisdiction and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnified Persons similarly situated as a whole) or other reasonable out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Indemnified Person (as defined below) of such Indemnified Person, (ii) to the extent arising from a material breach of the obligations of such Indemnified Person or any of its Related Indemnified Persons under this Commitment Letter, the Fee Letter or the Facilities Documentation (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (iii) to the extent arising from any dispute solely among Indemnified Persons other than claims against any Commitment Party in its capacity or in fulfilling its role as an Administrative Agent or arranger or any similar role under any Facility and other than any claims arising out of any act or omission on the part of you or your affiliates, and (b) to reimburse the Commitment

Parties and each Indemnified Person from time to time, upon presentation of a summary statement, together with any supporting documentation reasonably requested by you, for all reasonable and documented out-of-pocket expenses (including but not limited to out-of-pocket expenses of the Commitment Parties’ due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Commitment Parties identified in the Term Sheets (and you acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto) and, if necessary, of a single local counsel to the Commitment Parties in the Cayman Islands, United States, Japan, Singapore, the People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China and any other jurisdiction where a Guarantor is organized (other than jurisdictions of organization for immaterial Guarantors (to be mutually agreed)), in each case incurred in connection with the Facilities and the preparation of this Commitment Letter, the Fee Letter, the Facilities Documentation and any security arrangements in connection therewith (collectively, the “Expenses”); provided, that you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person or any other party hereto (or their affiliates) shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from (in each case as finally determined by a court of competent jurisdiction in a final and non-appealable judgment) the willful misconduct, bad faith or gross negligence of such Indemnified Person, any Related Indemnified Person or such other party hereto (or any of its affiliates), as applicable, of any of the foregoing, and (ii) neither (x) any Indemnified Person or any of its Related Indemnified Persons, nor (y) you shall be liable for any indirect, special, punitive or consequential damages (in the case of clause (y), other than in respect of any such damages required to be paid by an Indemnified Person to a third party (including another Indemnified Person)) in connection with this Commitment Letter, the Facilities, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities. No Indemnified Person seeking indemnification or reimbursement under this Commitment Letter will, without your prior written consent (not to be unreasonably withheld, delayed or conditioned), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Action referred to herein. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Person shall have requested in accordance with this Commitment Letter that you reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Action, you shall be liable for any settlement of any Action effected without your written consent if (a) such settlement is entered into more than 30 days after receipt by you of such request for reimbursement and (b) you shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. You shall not, without the prior written consent of the affected Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened Action against such Indemnified Person in respect of which indemnity has been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such Action and (ii) does not include any statement as to any admission of fault.

For purposes hereof, a “Related Indemnified Person” of an Indemnified Person means (1) any controlling person or affiliate of such Indemnified Person, (2) the respective directors, officers, partners, successors, advisors or employees of such Indemnified Person or any of its controlling persons or controlled affiliates and (3) the respective agents or representatives of such Indemnified Person or any of its controlling persons or affiliates.

8. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you may have conflicting interests. We will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to other companies (except as contemplated below). You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us or any of our respective affiliates from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and any Commitment Party is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether such Commitment Party has advised or is advising you on other matters, (b) the Commitment Party, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of such Commitment Party and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Transactions and agree that we will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditors, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter and you have consulted with your own legal and financial advisors to the extent you have deemed appropriate and (d) you have been advised that each Commitment Party and its affiliates is engaged in a broad range of transactions that may involve interests that differ from your interests and that no Commitment Party has an obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship. In addition, the Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates information concerning you and the Company and other companies in the industry of the Company, and such affiliates shall be entitled to the benefits afforded to, and subject to the obligations of, the Commitment Parties hereunder. You acknowledge and agree that we have not provided you with legal, tax or accounting advice and that you have obtained such independent advice from your own advisors.

You further acknowledge that each Commitment Party and its affiliates is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Borrower, the Company and its subsidiaries and other companies with which you, the Borrower, the Sponsor or the Company or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Parties, their affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

You acknowledge that Citi is providing financial advisory services to you in connection with the Acquisition and hereby waive any potential conflict of interest that may arise with respect thereto.

9. Assignments; Amendments; Governing Law, Etc.

This Commitment Letter, the Fee Letter and the commitments hereunder shall not be assignable by any party hereto (except (i) by you on the Closing Date to the ultimate borrower(s) under the Facilities or prior to the Closing Date, to a newly-formed shell entity so long as any such entity is organized under the laws of the Cayman Islands (or any other jurisdiction consented to by the Commitment Parties) and is directly or indirectly controlled by the Sponsor including, in each case, to the extent such assignment occurs as a matter of law pursuant to the merger of you or your subsidiaries with the Company and its subsidiaries at the closing of the Acquisition as contemplated by the Merger Agreement and (ii) by the Commitment Parties to any of their designated affiliates; provided, that in the case of this clause (ii), such assignment does not release a Commitment Party from its funding obligations with respect to its commitments and that funding of the Facilities will be a joint and several obligation of each Commitment Party and each such assignee affiliate) without the prior written consent of each other party hereto (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons) and is not intended to create a fiduciary relationship among the parties hereto. Subject to the limitations set forth in Section 3, any and all services to be provided by the Commitment Parties hereunder may be performed by or through any of its affiliates or branches and the provisions of Section 7 shall apply with equal force and effect to any such entities so performing any such duties or activities. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or by “.pdf” or similar electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. You acknowledge that information and documents relating to the Facilities may be transmitted through SyndTrak, Intralinks, the internet, e-mail, or similar electronic transmission systems, and, notwithstanding anything herein to the contrary, that the Commitment Parties shall not be liable for any damages arising from the unauthorized use by others of information or documents transmitted in such manner unless resulting from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, of such Commitment Party or any of its affiliates or controlling persons or any of the officers, directors, employees, partners, agents, representatives, successors or assigns of any of the foregoing. This Commitment Letter, together with the Fee Letter, supersedes all prior understandings, whether written or oral, among us with respect to the Facilities and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided, however, that whether the merger of Merger Sub with and into the Company has been consummated as contemplated by the Merger Agreement shall be determined in accordance with the Cayman Islands Companies Law.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including the good faith negotiation of the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being understood and agreed that the commitments provided hereunder by the Commitment Parties and the funding of the Facilities are subject only to the Funding Conditions.

10. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

11. Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of (i) any New York State court or Federal court of the United States of America sitting in City of New York, Borough of Manhattan, and any appellate court from any court thereof, as to any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, and further agrees to not commence any such suit, action or proceeding other than in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, 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 Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any court in which such venue may be laid in accordance with clause (a) of this sentence, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such 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. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses set forth above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.

12. Confidentiality.

This Commitment Letter is delivered to you on the understanding that none of this Commitment Letter or the Fee Letter or their terms or substance shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Sponsor and any other Investors that are institutional investors and to your and their respective officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents and advisors and on a confidential basis, (b) if the Commitment Parties consent to such proposed disclosure, (c) you may disclose the Term Sheets and the existence of this Commitment Letter to any rating agency in connection with the Transactions or (d) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or regulation or as requested by a governmental authority (in which case you agree to inform us promptly thereof to the extent lawfully permitted to do so); provided that (i) you may disclose this Commitment Letter and the contents thereof (but not the Fee Letter and the contents thereof, except on a redacted basis as to the amount or percentages of any fees, market flex provisions, securities demand and pricing caps) to the Company and its officers, directors, employees, attorneys, accountants, agents and advisors, on a confidential basis, (ii) you may disclose the Fee Letter and the contents thereof as part of generic disclosure regarding fees and expenses in connection with any syndication of the Facilities or prospectus or offering memorandum related to the Senior Secured Notes (or any debt securities issued in lieu of the Senior Secured Notes), or to the Company and its officers, directors, employees, attorneys, accountants, agents and advisors to confirm the absence of additional conditions precedent to the funding of the Facilities and the absence of any “flex” or similar terms that would decrease the amount of the

Facilities (but in each case within this clause (ii), without disclosing any specific fees set forth therein), or on a redacted basis or for customary accounting purposes, including accounting for deferred financing costs, (iii) in consultation with us, you may disclose this Commitment Letter and the Fee Letter (after this Commitment Letter and the Fee Letter have been accepted by you) on a confidential basis to any prospective Additional Agent or affiliate thereof and (iv) you may disclose this Commitment Letter and the contents hereof (but not the Fee Letter and the contents thereof) in any syndication of the Facilities or in any prospectus or other offering memorandum related to the Senior Secured Notes (or any debt securities issued in lieu of the Senior Secured Notes) or in any proxy statement or other public filing in connection with the Acquisition. Your obligations under this paragraph with regard to this Commitment Letter (but not the Fee Letter) shall terminate on the earlier of (x) the second anniversary of the date hereof and (y) the date that is one year following the termination of this Commitment Letter in accordance with its terms.

Each Commitment Party agrees that it and its affiliates will use all confidential information provided to it or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent a Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or regulation or as requested by a governmental authority (in which case such Commitment Party, to the extent permitted by law, agrees to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or any of its affiliates (in which case such Commitment Party agrees to inform you promptly thereof prior to such disclosure, unless such Commitment Party is prohibited by applicable law from so informing you, or except in connection with any request as part of a regulatory examination), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates in violation of this Commitment Letter, (d) to the extent that such information is received by such Commitment Party from a third party that is not to such Commitment Party’s knowledge subject to confidentiality obligations to you, the Company, the Borrower or the Sponsor, (e) to the extent that such information is independently developed by such Commitment Party so long as not based on information obtained in a manner that would otherwise violate this provision, (f) to such Commitment Party’s affiliates and their employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information and their obligation to keep information of this type confidential, (g) to prospective Lenders, participants or assignees or any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any of its subsidiaries or any of their respective obligations, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) for purposes of establishing a “due diligence” defense or (i) information supplied on a customary basis to ratings agencies in connection with the Transactions; provided that (i) the disclosure of any such information to any Lenders or prospective Lenders or participants or assignees or prospective participants or assignees referred to above shall be made subject to the acknowledgement and acceptance by such Lender or prospective Lender or assignee or participant or prospective assignee or participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and such Commitment Party, including, without limitation, as agreed in any marketing materials for the Facilities) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information and (ii) no disclosure shall be made by such Commitment Party to any Disqualified Lender. Each Commitment Party’s obligations under this paragraph shall terminate on the earlier of (x) the second anniversary of the date hereof and (y) the date that is one year following the termination of this Commitment Letter in accordance with its terms and shall otherwise automatically terminate and be

superseded by the confidentiality provisions in the definitive documentation relating to each of the Facilities upon the execution and delivery of the definitive documentation therefor.

13. Surviving Provisions.

The indemnification, confidentiality, payment of fees, syndication, no fiduciary duty, jurisdiction, venue, governing law and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Initial Lenders’ commitment hereunder and the Lead Arrangers’ agreement to provide the services described herein; provided that your obligations under this Commitment Letter, other than those relating to confidentiality and to the syndication of the applicable Facility (if such Facilities have been funded), shall automatically terminate and be superseded by the definitive documentation relating to such Facility upon the initial funding under such Facility, and you shall be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Initial Lenders’ commitments with respect to the Facilities (or a portion thereof) hereunder at any time subject to the provisions of the preceding sentence.

14. Patriot Act Notification.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), each Commitment Party and each Lender is required to obtain, verify and record information that identifies the Borrower and Guarantors, which information includes the name, address, tax identification number and other information regarding the Borrower and Guarantors that will allow such Commitment Party or such Lender to identify the Borrower and Guarantors in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Commitment Parties and each Lender. You hereby acknowledge and agree that the Commitment Parties shall be permitted to share any or all such information with the Lenders.

15. Acceptance and Termination.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Lead Arrangers executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on October 18, 2013. Each Commitment Party’s respective commitments hereunder and agreements contained herein will expire at such time in the event that the Lead Arrangers have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that either (x) the initial borrowing in respect of the Facilities does not occur on or before 11:59 p.m., New York City time, on July 17, 2014, (y) the Merger Agreement is validly terminated prior to consummation of the Acquisition, then this Commitment Letter and the commitments and undertakings of the Commitment Parties hereunder shall automatically terminate (unless the Commitment Parties shall, in their discretion, agree in writing to a further extension of such time); provided that the termination of any commitment pursuant to this paragraph does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter. Additionally, the commitment of the Commitment Parties with respect to the Senior Secured Bridge Facility shall terminate in the event the Acquisition is consummated without any borrowings under the Senior Secured Bridge Facility, and the commitment of the Commitment Parties with respect to the Cash Bridge Facility shall terminate with respect to any portion of the Cash Bridge Facility in the event the Acquisition is consummated without use of such commitments under the Cash Bridge Facility.

[Remainder of this page intentionally left blank]

The Commitment Parties are pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.

Very truly yours,

[signature pages follow]

	BANK OF AMERICA, N.A.


	By	/s/ Matthew A. Curtin
		Name: Matthew A. Curtin
		Title: Managing Director


	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


	By	/s/ Matthew A. Curtin
		Name: Matthew A. Curtin
		Title: Managing Director

[SIGNATURE PAGE TO COMMITMENT LETTER]

	CITIGROUP GLOBAL MARKETS ASIA LIMITED
	By	/s/ Asghar Ali
		Name: Asghar Ali
		Title: Managing Director


	CITIBANK, N.A.
	By	/s/ Asghar Ali
		Name: Asghar Ali
		Title: Authorized Signatory

[SIGNATURE PAGE TO COMMITMENT LETTER]

	HSBC SECURITIES (USA) INC.


	By	/s/ Robert Lipps
		Name: Robert Lipps
		Title: Managing Director


	HSBC BANK USA, N.A.


	By	/s/ Robert Lipps
		Name: Robert Lipps
		Title: Managing Director

[SIGNATURE PAGE TO COMMITMENT LETTER]

	HSBC BANK (CHINA) COMPANY LIMITED BEIJING BRANCH, 汇丰银行（中国）有限公司北京分行。


	By	/s/ Alex Wat
		Name: Alex Wat
		Title: Branch Manager


	By	/s/ Eric Sun
		Name: Eric Sun
		Title: Vice President, Commercial Banking

[SIGNATURE PAGE TO COMMITMENT LETTER]

Accepted and agreed to as of
the date first above written:

BCP (SINGAPORE) VI CAYMAN FINANCING CO. LTD.


By
	Name:
	Title:

[SIGNATURE PAGE TO COMMITMENT LETTER]

CONFIDENTIAL

EXHIBIT A

Project Galaxy

Senior Secured Offshore Revolving Credit Facility
Senior Secured Increasing Rate Bridge Facility

Senior Secured Cash Bridge Facility

Senior Secured Onshore Revolving Credit Facility
Transaction Description(1)

It is intended that:

(a) a new entity formed at the direction of the Sponsor will directly or indirectly acquire (the “Acquisition”) the Company pursuant to an Agreement and Plan of Merger, dated as of October 17, 2013 (as amended and in effect from time to time, and including all Schedules and Exhibits thereto, the “Merger Agreement”), among BCP (Singapore) VI Cayman Acquisition Co. Ltd. (“Parent”), Newco, Merger Sub and the Company;

(b) the Sponsor and other investors (including certain members of management of the Company) (collectively, the “Investors”) will directly or indirectly contribute to the Borrower an aggregate amount of cash and rollover equity in Parent (or other direct or indirect parent company of the Company) (which, to the extent in respect of any equity of Holdings or the Borrower other than common stock, shall be on terms reasonably acceptable to the Lead Arrangers) that represents not less than 40% of the sum (such sum, the “Acquisition Capitalization”) of (1) the amount of such cash contribution and fair market value of rollover equity, in each case on the Closing Date (as defined below) (collectively, the “Equity Contribution”), (2) the aggregate gross proceeds received from loans borrowed under the Offshore Revolving Facility on the Closing Date to the extent funding the Transactions or fees and expenses relating to the Transactions, (3) the aggregate gross proceeds received from the Senior Secured Notes issued and/or the aggregate gross proceeds received from the Senior Secured Bridge Loans borrowed by the Borrower, as applicable and (4) the aggregate principal amount of any other indebtedness for borrowed money incurred to fund any portion of (or assumed in connection with) the Transactions (as defined below) (in each case, excluding (i) any loans under the Offshore Revolving Facility or Onshore Revolving Facility to fund original issue discount, upfront fees and working capital needs, (ii) any increase in the aggregate gross proceeds received from the Senior Secured Notes and/or Senior Secured Bridge Loans to fund original issue discount or upfront fees with respect to the Senior Secured Notes or any Securities on the Closing Date, (iii) any amount of the proceeds received from the Senior Secured Notes and/or Senior Secured Bridge Loans to the extent funded onto the balance sheet of the Borrower for general corporate purposes (and not used to fund the Transactions), (iv) the aggregate gross proceeds received from the Offshore Cash Bridge Facility (as defined below) borrowed by the Borrower to the extent such proceeds do not exceed the amount of cash held by the Borrower and its restricted subsidiaries that are not established or organized in the PRC (as defined below) (such subsidiaries, the “Offshore Subsidiaries”) in Controlled Offshore Cash Bridge Accounts on the Closing Date, and (v) the aggregate gross proceeds received from the Onshore Cash Bridge Facility (as defined below) borrowed by the Borrower to the extent such proceeds do not exceed the amount of cash held by the restricted subsidiaries of the Borrower that are established or organized in the PRC (such subsidiaries, the “Onshore Subsidiaries”) that will be deposited into Designated Onshore Cash Bridge Accounts (net of any applicable withholding taxes and any other deductions that will be applied to such cash prior to the

(1) All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Term Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit shall be determined by reference to the context in which it is used.

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Offshore Borrower using such cash to repay the Onshore Cash Bridge Facility) within 5 business days after the Closing Date; provided that after giving effect to the Transactions Parent will own, directly or indirectly, 100% of the voting and economic interests in the Company and the Sponsor will control at least 50.1% of the voting and economic equity interests in Parent;

(c) the Borrower will obtain a $30 million senior secured multi-currency revolving credit facility (the “Offshore Revolving Facility”), having the terms set forth in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Offshore Revolving Facility Term Sheet”);

(d) the Borrower will, at its option, either (i) issue an aggregate principal amount of its senior secured notes (the “Senior Secured Notes”) generating up to $275 million in gross proceeds in a Rule 144A or other private placement or (ii) to the extent the Borrower does not receive such amount of gross proceeds of Senior Secured Notes on the Closing Date, borrow up to $275 million (minus the amount of gross proceeds from any Senior Secured Notes issuance) of senior secured increasing rate loans (the “Senior Secured Bridge Loans”) under a new senior secured credit facility (the “Senior Secured Bridge Facility”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Senior Secured Bridge Term Sheet”) and which may, under their terms, be converted to term loans (“Senior Secured Term Loans” or exchanged for debt securities (“Senior Secured Exchange Notes”), in each case, maturing 7 years after the Closing Date;

(e) the Borrower will borrow up to $70 million of cash bridge loans to be repaid with cash proceeds made available to the Borrower by certain subsidiaries of the Company established or organized in the People’s Republic of China (excluding Hong Kong, Macau and Taiwan) (“PRC”) (the “Onshore Cash Bridge Facility”) and cash proceeds made available to the Borrower by certain other subsidiaries of the Company established or organized in jurisdictions other than the PRC (the “Offshore Cash Bridge Facility”) (the Onshore Cash Bridge Facility together with the Offshore Cash Bridge Facility, the “Cash Bridge Facility”) under a new senior secured credit facility (together with the Senior Secured Bridge Facility, the “Bridge Facilities”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit D (the “Cash Bridge Term Sheet”) and which shall, in accordance with their terms, with respect to Offshore Bridge Facility, mature within three months of the Closing Date, and with respect to the Onshore Bridge Facility, mature within eleven months of the Closing Date; and

(f) certain subsidiaries of the Company established or organized in the PRC will obtain a senior secured revolving credit facility in an amount of RMB equivalent to US$20 million (the “Onshore Revolving Facility”; the Onshore Revolving Facility, together with the Bridge Facilities and the Offshore Revolving Facility, the “Facilities”), having the terms set forth in the Summary of Principal Terms and Conditions attached hereto as Exhibit E (the “Onshore Revolving Facility Term Sheet”).

The transactions described above, together with the transactions related thereto (including the payment of fees, commissions and expenses in connection with the foregoing), are collectively referred to herein as the “Transactions.” This Exhibit A, the Offshore Revolving Facility Term Sheet, the Senior Secured Bridge Term Sheet, the Cash Bridge Term Sheet, the Onshore Revolving Facility Term Sheet and the Additional Conditions Precedent attached hereto as Exhibit F (the “Additional Conditions”) are collectively referred to herein as the “Term Sheets.” For purposes of this Commitment Letter, “Closing Date” shall mean the date of initial availability of funds under the Offshore Revolving Facility and the Senior Secured Bridge Facility (and/or the issuance of the Senior Secured Notes or other Securities in lieu thereof) and the consummation of the Acquisition.

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CONFIDENTIAL

EXHIBIT B

Project Galaxy
Senior Secured Offshore Revolving Credit Facility
Summary of Principal Terms and Conditions(2)

Borrower:		Newco (the “*Borrower”); provided that Newco may designate one or more subsidiaries of Newco reasonably acceptable to the Lead Arrangers and established or organized outside of the PRC as co-borrowers (each, a “Co- Borrower*”).

Administrative Agent:		Bank of America will act as sole and exclusive administrative agent (in such capacity, the “*Offshore Bank Administrative Agent”) and collateral agent for a syndicate of banks, financial institutions and institutional lenders reasonably acceptable to the Borrower (such consent not to be unreasonably withheld or delayed) excluding any Disqualified Lender (together with the Initial Lenders, the “Lenders*”), and will perform the duties customarily associated with such roles.

Joint Bookrunners and Joint Lead Arrangers:		Merrill Lynch, Citi and HSBC Securities will act as joint lead arrangers for the Offshore Revolving Facility (in such capacity, the “*Lead Arrangers*”) and Merrill Lynch, Citi and HSBC Securities will act as joint bookrunners, and will perform the duties customarily associated with such roles.

Offshore Revolving Credit Facility:		A senior secured multi-currency revolving credit facility in an aggregate principal amount (or, if applicable, the equivalent amount thereof converted to U.S. dollars) of $30 million (the “*Offshore Revolving Facility*”), of which up to an amount to be agreed will be available in the form of letters of credit. Amounts under the Offshore Revolving Facility will be available for utilization in U.S. dollars, Singapore dollars, Hong Kong dollars, Japanese Yen, Australian dollars, Euro and such other currencies as are to be agreed with the Commitment Parties.

		In connection with the Offshore Revolving Facility, the Offshore Bank Administrative Agent (in such capacity, the “*Swingline Lender*”) will make available to the Borrower a swingline facility under which the Borrower may make short-term borrowings of up to an amount to be agreed. Except for purposes of calculating the Commitment Fee

(2) All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Term Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit shall be determined by reference to the context in which it is used.

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		described below, any such swingline borrowings will reduce availability under the Offshore Revolving Facility on a dollar-for-dollar basis.

		Each Lender under the Offshore Revolving Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.

		If any Lender becomes a Defaulting Lender (as defined below) then the swingline exposure of such Defaulting Lender will automatically be reallocated among the non-Defaulting Lenders pro rata in accordance with their commitments under the Offshore Revolving Facility up to an amount such that the revolving credit exposure of such non-Defaulting Lender does not exceed its commitments. In the event such reallocation does not fully cover the exposure of such Defaulting Lender, the Swingline Lender may require the Borrower to repay such “uncovered” exposure in respect of the swingline loans and will have no obligation to make new swingline loans to the extent such swingline loans would exceed the commitments of the non-Defaulting Lenders.

		“*Defaulting Lender*” means any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default.”

		“*Lender Default*” means (i) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to make available its portion of any incurrence of revolving loans or reimbursement obligations required to be made by it, which refusal or failure is not cured within one business day after the date of such refusal or failure; (ii) the failure of any Lender to pay over to the Offshore Bank Administrative Agent, any Issuing Bank (as defined below) or any other Lender any other amount required to be paid by it hereunder within one business day of the date when due; (iii) a Lender has notified the Borrower or the Offshore Bank Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations under the Offshore Revolving Facility or under other agreements in which it commits to extend credit; (iv) a Lender has failed, within three business days after request by the Offshore Bank Administrative Agent, to confirm that it will comply with its funding obligations under the Offshore Revolving Facility or (v) a Lender has admitted in writing that it is insolvent or such Lender becomes subject to a Lender-Related Distress Event.

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		“*Lender-Related Distress Event” means, with respect to any Lender or any person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided* that a Lender- Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Lender or any person that directly or indirectly controls such Lender by a governmental authority or an instrumentality thereof.

Incremental Facilities:		The Offshore Revolving Facility Documentation will permit the Borrower to (a) add one or more incremental term loan facilities to the Offshore Revolving Facility Documentation (each, an “*Incremental Term Facility”), and (b) add one or more revolving credit facilities and/or increase commitments under the Offshore Revolving Facility (any such revolving credit facility or increase, an “Incremental Offshore Revolving Facility”; the Incremental Term Facilities and the Incremental Offshore Revolving Facilities are collectively referred to as “Incremental Facilities”) in an aggregate principal amount up to (x) $75 million (or, if applicable, the equivalent amount thereof converted to U.S. dollars) minus* the aggregate principal amount of Incremental Onshore Facilities incurred under Exhibit E, plus (y) an unlimited additional amount; provided that, in the case of this clause (y), after giving pro forma effect to the incurrence of such additional amount (and after giving effect to all customary pro forma events and adjustments), the Consolidated First Lien Net Leverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available does not exceed 3.75:1.00 (after giving effect to the incurrence of such amounts (assuming full utilization of the then proposed Incremental Facility and excluding the cash proceeds of any borrowing under such then proposed Incremental Facility for purposes of determining pro forma net debt)) and to any related transactions (such amount under clauses (x) and (y) above, collectively the *“Available Incremental Amount”*); it being understood that Incremental Facilities may be incurred under any of clause (x) or (y) above in the Borrower’s sole discretion; provided that:

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		(i) the Incremental Facilities will rank pari passu in right of payment with the existing Offshore Revolving Facility;

		(ii) the Incremental Facilities will be secured either (A) on a pari passu basis with the existing Offshore Revolving Facility (i.e., “superpriority” debt) so long as the aggregate amount of the Incremental Facilities secured on a “superpriority” basis does not exceed the greater of (1) an amount equal to (x) $25 million (or, if applicable, the equivalent amount thereof converted to U.S. dollars) minus (y) the aggregate amount of any Incremental Onshore Facilities incurred under Exhibit E, and (2) an amount equal to (x) Consolidated EBITDA (as defined under the heading “Financial Covenant” in this Exhibit B below) for the most recently ended period of four fiscal quarters for which financial statements are internally available minus (y) the aggregate amount of other “superpriority” commitments outstanding at such time under the Offshore Revolving Facility or any Incremental Facility minus (z) any commitments outstanding at such time under the Onshore Revolving Facility or any Incremental Onshore Facility (such greater amount, the *“Available Superpriority Amount”*), or (B) on a junior basis with the existing “superpriority” Offshore Revolving Facility and secured pari passu with the Senior Secured Notes (or the Senior Secured Bridge Facility);

		(iii) the Incremental Facilities will have a final maturity no earlier than the final maturity of the Offshore Revolving Facility; provided that in the case of any Incremental Term Facility, the final maturity thereof shall be no earlier than 91 days after the maturity of the Offshore Revolving Facility;

		(iv) any Incremental Offshore Revolving Facility (x) that is an increase in commitments to an existing Offshore Revolving Facility or existing Incremental Offshore Revolving Facility shall be on the same terms (including maturity date and interest rates) and pursuant to the same documentation (other than the amendment evidencing such Incremental Offshore Revolving Facility) applicable to such existing facility, (y) may not provide for scheduled amortization or mandatory commitment reductions prior to the then final scheduled maturity date of the Offshore Revolving Facility and may not have a final scheduled maturity earlier than the final scheduled maturity of the Offshore Revolving Facility but (z) may provide for the ability to permanently repay and terminate revolving commitments on a pro rata basis or less than pro rata basis with other then-outstanding revolving credit facility tranches (including the Offshore Revolving Facility and any other Incremental Offshore Revolving Facility);

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		(v) the weighted average life to maturity of any Incremental Term Facility shall be no shorter than the then remaining weighted average life to maturity of the Offshore Revolving Facility at such time;

		(vi) subject to clauses (iii) and (v) above, the amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder;

		(vii) any Incremental Term Facility may provide for the ability to participate on a pro rata basis or less than pro rata basis in any voluntary or mandatory prepayments of the term loans under any other Incremental Term Facilities;

		(viii) extensions of credit under any Incremental Facility will be subject to the conditions set forth under the heading “Conditions Precedent to Borrowings after the Closing Date” except (A) to the extent of any waiver of a borrowing notice in the amendment evidencing an Incremental Facility, (B) with respect to any Incremental Facility used in whole or in part to finance, whether in a single transaction or a series of related transactions, an acquisition from a third party of equity, assets or a combination thereof (or a division or line of business thereof) that is in the same line of business as the Borrower or a business reasonably incidental or related thereto, including by merger or amalgamation, such conditions related to the making and accuracy of representations and warranties (other than the Specified Representations (conformed as necessary for such transaction)) or the absence of a default or event of default (other than with respect to a payment or bankruptcy event of default), may be waived or limited, as agreed between the Borrower and the lenders under such Incremental Facility without the consent of the Offshore Bank Administrative Agent or any existing Lender, and (C) such conditions shall not apply to Incremental Equivalent Debt (as defined below);

		(ix) the All-In Yield (as defined below) applicable to any Incremental Facility will be determined by the Borrower and the Lenders providing such Incremental Facility, provided that with respect to any Incremental Offshore Revolving Facility secured on a “superpriority” basis that is obtained on or prior to the date that is 18 months after the Closing Date, the All-In Yield will not be more than 0.50% higher than the corresponding All-In Yield for the existing Offshore Revolving Facility (calculated in the same manner and after giving effect to any amendment to interest rate margins under such Offshore Revolving Facility after the Closing Date but immediately prior to the time of the addition of such Incremental Facility), unless the interest rate margins with respect to the existing Offshore Revolving Facility are

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		increased by an amount equal to the difference between the All-In Yield with respect to the Incremental Facility and the corresponding All-In Yield on the existing Offshore Revolving Facility minus 0.50% (it being agreed that any increase in yield to any existing Offshore Revolving Facility required due to the application of an Adjusted LIBOR or ABR floor on any Incremental Facility may be effected in whole or in part at the sole discretion of the Borrower through an increase in (or implementation of, as applicable) an Adjusted LIBOR Floor or ABR floor applicable to the existing Offshore Revolving Facility);

		(x) except as otherwise required or permitted in clauses (i) through (ix) above, all other terms of such Incremental Facility, to the extent not consistent with the terms of the existing Offshore Revolving Facility, shall be reasonably satisfactory to the Offshore Bank Administrative Agent (it being understood that to the extent (1) any financial maintenance covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Offshore Bank Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Offshore Revolving Facility, and (2) that covenants and defaults that are only applicable after the latest maturity date at the time of such Incremental Facility closing date shall be as agreed between the Borrower and the lenders providing such Incremental Facility and need not be reasonably satisfactory to the Offshore Bank Administrative Agent).(3)

		The Borrower may in its sole discretion seek commitments in respect of the Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders (in the case of such additional banks, financial institutions and other institutional lenders, subject to the consent of Offshore Bank Administrative Agent, and in the case of an Incremental Offshore Revolving Facility, the Swingline Lender and each Issuing Bank (in each case, not to be unreasonably withheld or delayed) if such consent is required under “Assignments and Participations”) who will become Lenders in connection therewith. No Lender shall be under any obligation to provide any portion of any requested Incremental Facilities.

(3) The Offshore Revolving Facility Documentation will permit customary voluntary and mandatory prepayment provisions in favor of the lenders under any Incremental Term Facilities to be added to the Offshore Revolving Facility Documentation.

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		“*Consolidated First Lien Net Leverage Ratio*” will be defined to mean the ratio of (a) Consolidated Total Debt which is secured by a lien on a first priority basis in the Collateral, net of Available Unrestricted Cash, to (b) Consolidated EBITDA.

		“*Consolidated Total Debt” means consolidated debt of the Borrower and its consolidated restricted subsidiaries, as set forth on the balance sheet of the Borrower and its consolidated restricted subsidiaries in accordance with generally accepted accounted principles (“GAAP*”), to the extent consisting of indebtedness for borrowed money, capitalized lease obligations, purchase money debt and all guarantees of the foregoing.

		“*Available Unrestricted Cash*” means unrestricted cash and cash equivalents of the Borrower and its restricted subsidiaries that are free and clear of liens other than any liens securing any of the Facilities, liens securing Incremental Equivalent Debt (as defined in Exhibit C), the Senior Secured Notes (or any Securities issued in lieu thereof or to refinance the Senior Secured Bridge Facility), non-consensual liens, and other customary and usual exceptions, which for purposes of netting against any Consolidated Total Debt, shall include:

		(a) in the case of any Consolidated Total Debt of Onshore Subsidiaries, such unrestricted cash and cash equivalents held by Onshore Subsidiaries in an amount not to exceed the aggregate Consolidated Total Debt of such Onshore Subsidiaries,

		(b) in the case of any Consolidated Total Debt of Offshore Subsidiaries that are not Guarantors, such unrestricted cash and cash equivalents held by such Offshore Subsidiaries in bank accounts established in a jurisdiction outside of the PRC in an amount not to exceed the aggregate Consolidated Total Debt of such Offshore Subsidiaries,

		(c) in the case of any Consolidated Total Debt of the Borrower and the Guarantors, such unrestricted cash and cash equivalents held by the Borrower and the Guarantors, and

		(d) in the case of any Consolidated Total Debt of the Borrower, the Guarantors and Offshore Subsidiaries that are not Guarantors (other than Offshore Subsidiaries contemplated in clause (b) above), (i) at the option of the Borrower, the amount of any declared distribution (via dividend, intercompany loan or other distribution) by Onshore Subsidiaries to be paid from the balance of any

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		unrestricted cash and cash equivalents of such Onshore Subsidiaries after the netting in clause (a) above plus, so long as the Onshore Cash Bridge Facility is outstanding, the amount of such cash and cash equivalents that is expected to be distributed (net of any withholding taxes) and applied by the Borrower to repay the Onshore Cash Bridge Facility, and (ii) at the option of the Borrower, the amount of any declared distribution (via dividend, intercompany loan or other distribution) by Offshore Subsidiaries contemplated in clause (b) above to be paid from the balance of any unrestricted cash and cash equivalents of such Offshore Subsidiaries after the netting in clause (b) above plus, so long as the Offshore Cash Bridge Facility is outstanding, the amount of such cash and cash equivalents that is expected to be distributed (net of any withholding taxes) and applied by the Borrower to repay the Offshore Cash Bridge Facility; provided, that if any Onshore Subsidiary or Offshore Subsidiary declaring a distribution which is netted from Consolidated Total Debt pursuant to clause (d)(i) or clause (d)(ii) above fails to make such distribution within 30 days after the declaration thereof, (A) the amount of such declared distribution shall no longer be eligible for inclusion as Available Unrestricted Cash to net against Consolidated Total Debt, (B) any declaration of distribution in the fiscal quarter immediately succeeding the fiscal quarter in which a declared distribution was not actually made within 30 days after declaration to be made from the same unrestricted cash and cash equivalents of such Subsidiary that was to have been distributed pursuant to such declared distribution shall not be eligible for inclusion as Available Unrestricted Cash to net against Consolidated Total Debt on the last day of such immediately succeeding fiscal quarter, and (C) any such Subsidiary fails to make such distribution after declaration on 2 separate occasions, no future declared distributions of such Subsidiary shall be eligible for inclusion as Available Unrestricted Cash to net against Consolidated Total Debt.

		“*All-In Yield” means, as to any indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, an Adjusted LIBOR or ABR floor, or otherwise, in each case, incurred or payable by the Borrower generally to all lenders of such indebtedness; provided* that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (e.g. 100 basis points of original issue discount equals 25 basis points of interest rate margin for a four year average life to maturity); and provided, further, that “All-In Yield” shall not include amendment fees, arrangement fees, structuring fees, commitment fees, underwriting fees and similar fees (regardless of whether paid to, or shared with, in whole or in part any or all lenders), consent fees paid to

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		consenting lenders, ticking fees on undrawn commitments and any other fees not paid or payable generally to all lenders in the primary syndication of such indebtedness.

Refinancing Facilities:		The Offshore Revolving Facility Documentation will permit the Borrower to refinance loans and/or commitments under any Incremental Facilities or commitments under the Offshore Revolving Facility or any tranche or facility of any of the foregoing from time to time, in whole or part, with (a) one or more new term facilities (each, a “*Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Offshore Revolving Facility”; the Refinancing Term Facilities and the Refinancing Offshore Revolving Facilities are collectively referred to as the “Refinancing Facilities”), respectively, under the Offshore Revolving Facility Documentation with the consent of the Borrower, the Offshore Bank Administrative Agent and the lenders providing such Refinancing Term Facility or Refinancing Offshore Revolving Facility or (b) with one or more additional series of senior unsecured or senior subordinated notes or loans or senior secured notes that will be secured by the Collateral on a pari passu basis with the loans, commitments, tranche or facility then being refinanced or junior lien secured notes or loans that will be secured on a subordinated basis thereto (and such notes or loans, “Refinancing Notes” and, together with the Refinancing Facilities, the “Refinancing Debt”); provided* that (i) any Refinancing Debt does not have a final scheduled maturity date prior to the final scheduled maturity date of, or have a shorter weighted average life than the remaining weighted average life of, the loans, commitments, tranche or facility being refinanced or replaced, (ii) any Refinancing Offshore Revolving Facility does not mature prior to the maturity date of the revolving commitments being refinanced, (iii) the other terms and conditions of such Refinancing Offshore Revolving Facility, Refinancing Term Facility or Refinancing Notes (excluding pricing, fees, rate floors and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable (as reasonably determined in good faith by the Borrower) to the lenders providing such Refinancing Offshore Revolving Facility, Refinancing Term Facility or Refinancing Notes, as applicable, than those applicable to the loans, commitments, tranche or facility being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest final scheduled maturity date of the loans, commitments, tranche or facility existing at the time of such refinancing) and (iv) any secured Refinancing Debt shall be subject to an intercreditor agreement on terms reasonably acceptable to the Offshore Bank Administrative Agent.

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Purpose:		The letters of credit and the proceeds of loans under the Offshore Revolving Facility (except as set forth below) will be used by the Borrower and its subsidiaries solely for working capital and general corporate purposes (including permitted investments and restricted payments); provided that the amount of the Offshore Revolving Facility utilized to fund working capital, pay amounts owing to finance the Acquisition or the Refinancing or to pay costs and expenses related to the Transactions on the Closing Date shall be subject to the limitation set forth below.

Availability:		Loans under the Offshore Revolving Facility will be made available on the Closing Date (i) to finance the Transactions and fees and expenses related to the Transactions, (ii) to fund original issue discount or upfront fees related to the issuance of the Senior Secured Notes or any other debt securities pursuant to any offering by Newco, the Company or any of their direct or indirect subsidiaries undertaken to finance the Transactions (the “*Securities”)), (iii) for working capital needs and other general corporate purposes and (iv) replace, backstop or cash collateralize existing letters of credit, guarantees and performance and similar bonds; provided* that the amounts described in clauses (i) and (iii) above shall not exceed $15 million.

		Letters of credit may be issued on the Closing Date to backstop or replace letters of credit, guarantees and performance and similar bonds outstanding on the Closing Date (including by “grandfathering” such existing letters of credit in the Offshore Revolving Facility) or for other general corporate purposes.

		Loans under the Offshore Revolving Facility will be available at any time prior to the final maturity of the Offshore Revolving Facility, in minimum principal amounts to be agreed. Amounts repaid under the Offshore Revolving Facility may be reborrowed.

Interest Rates and Fees:		As set forth on Annex I hereto.

Default Rate:		Any principal or interest payable under or in respect of the Offshore Revolving Facility not paid when due shall bear interest at the applicable interest rate plus 2% per annum. Other overdue amounts shall bear interest at the interest rate applicable to ABR loans plus 2% per annum.

Letters of Credit:		Letters of credit under the Offshore Revolving Facility will be issued by the Offshore Bank Administrative Agent and/or another Lender under the Offshore Revolving Facility reasonably acceptable to the Borrower and the Offshore Bank Administrative Agent (each, an “*Issuing Bank*”);

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		provided that, for the avoidance of doubt, any letter of credit may take the form of a bank guarantee. Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) unless arrangements reasonably acceptable to the Issuing Bank and the Offshore Bank Administrative Agent have been entered into, the fifth business day prior to the final maturity of the Offshore Revolving Facility; provided that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Offshore Bank Administrative Agent).

		Drawings under any letter of credit shall be reimbursed by the Borrower within no more than one business day after notice of drawing is delivered. To the extent that the Borrower does not reimburse the Issuing Bank within one business day, the Lenders under the Offshore Revolving Facility shall be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Offshore Revolving Facility commitments.

		If any Lender becomes a “Defaulting Lender”, then the letter of credit exposure of such Defaulting Lender will automatically be reallocated among the non-Defaulting Lenders pro rata in accordance with their commitments under the Offshore Revolving Facility up to an amount such that the revolving credit exposure of such non-Defaulting Lender does not exceed its commitments. In the event that such reallocation does not fully cover the letter of credit exposure of such Defaulting Lender, the applicable Issuing Bank may require the Borrower to cash collateralize such “uncovered” exposure in respect of each outstanding letter of credit and will have no obligation to issue new letters of credit, or to extend, renew or amend existing letters of credit to the extent letter of credit exposure would exceed the commitments of the non-Defaulting Lenders, unless such “uncovered” exposure is cash collateralized to the Issuing Bank’s reasonable satisfaction.

Final Maturity:		The Offshore Revolving Facility will mature on the date that is five years after the Closing Date; provided that the Offshore Revolving Facility Documentation shall provide the right for the Borrower, subject to customary terms and conditions for recent transactions of this kind with leveraged affiliates of the Sponsor, to extend commitments and/or outstandings of each Offshore Revolving Lender pursuant to one or more tranches with only the consent of the respective extending Lenders (it being understood that each Offshore

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		Revolving Lender under the tranche that is being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Offshore Revolving Lender under such tranche).

Guarantees:		All obligations of the Borrower (the “*Borrower Obligations”) under the Offshore Revolving Facility and under any interest rate protection or other hedging arrangements entered into with a Lender or any affiliate of a Lender at the time of the entering into of such arrangements (“Hedging Obligations”) and under any cash management arrangements entered into with a Lender or any affiliate of a Lender at the time of the entering into of such arrangements (“Cash Management Obligations”) will be unconditionally guaranteed jointly and severally on a senior secured basis (the “Guarantees”) by the direct parent company of the Borrower (“Holdings”) and each existing and subsequently acquired or organized direct or indirect wholly-owned subsidiary of the Borrower (other than any Excluded Subsidiaries), which may be subject to compliance with applicable laws, rules and regulations, including financial assistance, “whitewash” and similar requirements prior to the execution and delivery of such guarantee, which if not completed on or prior to the Closing Date, may be completed after the Closing Date (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”); provided* that subsidiaries that are not “eligible contract participants” (after giving effect to any keepwell) shall not guarantee swap obligations to the extent not permitted by the Commodity Exchange Act, or any regulation thereunder, by virtue of such subsidiary failing to constitute an “eligible contract participant.”

		“*Excluded Subsidiaries*” shall include (a) any direct or indirect subsidiary established or organized in the PRC, (b) any direct or indirect subsidiary that is prohibited or restricted by applicable law, rule or regulation whether on the Closing Date or thereafter or by contract in effect on the Closing Date or the date of the acquisition of any subsidiary (with respect to subsidiaries acquired after the Closing Date) from guaranteeing indebtedness of the Borrower (including any requirement to obtain governmental authority or third party consent or approval), (c) unrestricted subsidiaries, (d) captive insurance companies, (e) not-for-profit subsidiaries, (f) special purpose entities, (g) immaterial subsidiaries (defined in a manner to be agreed), (h) any direct or indirect subsidiary the guarantee by which would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Offshore Bank Administrative Agent, (i) any direct or indirect subsidiary to the extent that the burden or cost of obtaining a guaranty

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		from such subsidiary outweighs the benefit afforded thereby as reasonably determined by Offshore Bank Administrative Agent (in consultation with the Borrower) and (j) other customary excluded subsidiaries consistent with the Documentation Principles.

Security:		The Borrower Obligations, the Guarantees, any Hedging Obligations and any Cash Management Obligations will be secured by, subject to permitted liens, a “superpriority” interest in substantially all of the present and after-acquired assets of the Borrower and each Guarantor (collectively, the “*Collateral*”), including but not limited to: (a) a perfected pledge of all of the capital stock of the Borrower, (b) a perfected pledge of all the capital stock directly held by the Borrower or any Subsidiary Guarantor in any material wholly-owned restricted subsidiary and (c) perfected security interests (subject to permitted liens, to compliance with applicable laws, rules and requirements and to certain customary exceptions) in, and mortgages on, substantially all other tangible and intangible assets of the Borrower and each Subsidiary Guarantor (including accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and material fee-owned real property), material intercompany notes and proceeds of the foregoing.

		Notwithstanding the foregoing, the Collateral shall not include: (i) any immaterial fee-owned real property and any leasehold interest (it being understood there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters), (ii) perfection of motor vehicles and other assets subject to certificates of title, (iii) all commercial tort claims below a threshold to be agreed, (iv) any governmental licenses or state or local franchises, charters and authorizations, to the extent the grant of a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby, (v) liens, pledges and security interests prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party), (vi) margin stock and equity interests in any person other than wholly-owned restricted subsidiaries (but excluding immaterial subsidiaries and other Excluded Subsidiaries), (vii) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than

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		proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition, (viii) any assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Offshore Bank Administrative Agent, (ix) letter of credit rights, except, with respect to any Guarantor domiciled in the U.S., to the extent constituting a support obligation for other Collateral as to which perfection of the security interest in such other Collateral is accomplished solely by the filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a Uniform Commercial Code financing statement), (x) cash and cash equivalents (other than proceeds of Collateral as to which perfection of the security interest in such proceeds is accomplished solely by the filing of a UCC financing statement or comparable public filing), deposit, bank and securities accounts (including securities entitlements and related assets), (xi) any assets requiring perfection through control agreements or perfection by “control” (other than in respect of certificated equity interests in the Borrower and material wholly-owned Restricted Subsidiaries otherwise required to be pledged), (xii) any intent-to-use application trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law and (xiii) assets where the cost of obtaining a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Offshore Bank Administrative Agent (in consultation with the Borrower). In each applicable instance in this paragraph and the preceding paragraph, materiality shall be determined in a manner to be mutually agreed.

		Notwithstanding the foregoing, the requirements of the preceding two paragraphs shall be subject to the Certain Funds Provisions.

Intercreditor Agreement:		The lien priority, relative rights and other creditors’ rights issues in respect of the Offshore Revolving Facility, Senior Secured Bridge Facility, Cash Bridge Facility and Senior Secured Notes will be set forth in an intercreditor agreement (the “Intercreditor Agreement”), which shall be usual and customary for financings of this kind and on terms consistent with the Documentation Principles; provided that the

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		Intercreditor Agreement will not restrict amendments to the Offshore Revolving Facility, Senior Secured Bridge Facility, Cash Bridge Facility or Senior Secured Notes, will permit the incurrence of any indebtedness permitted by the Offshore Revolving Facility, Senior Secured Bridge Facility, Cash Bridge Facility and Senior Secured Notes and will permit the joinder of any tranches of secured indebtedness permitted by the Offshore Revolving Facility, Senior Secured Bridge Facility, Cash Bridge Facility and Senior Secured Notes.

Mandatory Prepayments:		None, subject to customary prepayment requirements if borrowings under the Offshore Revolving Facility exceed the commitments thereunder. If one or more Incremental Term Facilities are added to the Offshore Revolving Facility Documentation, customary mandatory prepayment provisions and related definitions may be added to the Offshore Revolving Facility Documentation, as described above under the section titled “Incremental Facilities”.

Voluntary Prepayments and Reductions in Commitments:		Voluntary reductions of the unutilized portion of the Offshore Revolving Facility commitments and prepayments of borrowings will be permitted at any time (subject to customary notice requirements), in minimum principal amounts to be agreed, without premium or penalty, subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR borrowings prior to the last day of the relevant interest period. If one or more Incremental Term Facilities are added to the Offshore Revolving Facility Documentation, customary voluntary prepayment provisions and related definitions may be added to the Offshore Revolving Facility Documentation, as described above under the section titled “Incremental Facilities”.

Offshore Revolving Facility Documentation:		The Facility Documentation for the Offshore Revolving Facility (the “*Offshore Revolving Facility Documentation*”) shall be negotiated in good faith to finalize the Offshore Revolving Facility Documentation as promptly as practicable following the execution of the Commitment Letter, giving effect to the Certain Funds Provision and shall be based on the definitive documentation for the Apx Group, Inc. credit agreement (or, if requested by Newco, another mutually acceptable precedent), shall contain the terms and conditions set forth in this Exhibit B and, to the extent any terms are not set forth in this Exhibit B, shall otherwise be usual and customary for recent transactions of this kind with leveraged affiliates of the Sponsor, reflecting the operational and strategic requirements of the Company and its subsidiaries in light of their size, industries, practices, geography, pending

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		transactions disclosed in or permitted under the Merger Agreement and the Sponsor’s proposed business plan and shall contain such modifications as the Borrower and the Administrative Agent shall mutually agree, and shall contain only those payments, conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in this Exhibit B, in each case, applicable to the Borrower and its restricted subsidiaries (and, where expressly indicated, Holdings), and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor (collectively, the “*Documentation Principles*”). Counsel to the Sponsor shall prepare the initial drafts of the Offshore Revolving Facility Documentation consistent with the Documentation Principles.

Representations and Warranties:		Limited to the following (to be applicable to the Borrower and its restricted subsidiaries and with respect to certain customary representations and warranties, Holdings): organization; existence, qualification and power; compliance with laws; due authorization; no contravention (including third party consents); material governmental approvals; execution, delivery and enforceability of the Offshore Revolving Facility Documentation; financial statements; no material adverse effect (after the Closing Date); litigation; ownership of property; environmental matters; taxes; ERISA compliance; subsidiaries; margin regulations; Investment Company Act; disclosure; labor matters; intellectual property; solvency on a consolidated basis at closing; projections; status as senior debt (if applicable); PATRIOT ACT, FCPA, OFAC and Trading with the Enemy Act (as applicable in the United States and the foreign equivalent in the Cayman Islands); and creation, validity and perfection of security interests in the Collateral (subject to permitted liens and the Certain Funds Provision).

Conditions Precedent to Initial Borrowing:		Subject to the Certain Funds Provision, the initial borrowings under the Offshore Revolving Facility on the Closing Date will be subject only to the Funding Conditions.

Conditions Precedent to Borrowings after the Closing Date:		Delivery of notice, accuracy of representations and warranties in all material respects and absence of defaults.

Affirmative Covenants:		Limited to the following (to be applicable to the Borrower and its restricted subsidiaries): quarterly and annual financial statements (with (i) annual financial statements accompanied by an opinion of an independent accounting firm (which opinion shall not be subject to qualifications as to scope of

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		audit, but that may contain a “going concern” statement that is due to the impending maturity of any indebtedness) and (ii) delivery of the first annual and first three quarterly financial statements to be delivered after the Closing Date to be subject to extended delivery periods); certificates; notices of default and other material events; payment of taxes; preservation of existence; maintenance of properties; maintenance of insurance; compliance with laws; books and records; inspection rights; covenant to guarantee obligations and give security; further assurances as to security; compliance with environmental laws; annual budget; material changes in nature of business; changes in fiscal year; use of proceeds; and designation of subsidiaries.

Negative Covenants:		The Offshore Revolving Facility Documentation will contain such incurrence-based negative covenants as are substantially similar to those for the Senior Secured Notes or, if no Senior Secured Notes have been issued on or prior to the Closing Date, the Senior Secured Exchange Notes, to the extent applicable to the Offshore Revolving Facility and with modifications necessary to reflect the differences in the documentation.

		The Offshore Revolving Facility Documentation will also contain a covenant limiting Holdings’ ability to engage in any operating activities, but Holdings may incur debt (limited to debt that matures later than the maturity date of the Offshore Revolving Facility and guaranteeing, if applicable, Incremental Equivalent Debt and Refinancing Debt), incur liens to secure certain permitted debt, make restricted payments and engage in other non-operating activities and exceptions to be agreed consistent with the Documentation Principles.

Financial Covenant:		Limited to the following financial maintenance covenant (the “*Financial Covenant*”) solely for the benefit of the Offshore Revolving Facility: a maximum Consolidated First Lien Net Leverage Ratio to be set at a cushion of at least 35% (calculated on a non-cumulative basis) to Consolidated EBITDA in the Sponsor’s Model (as defined below) (to be appropriately adjusted upwards to reflect the exercise of any market flex, original issue discount or upfront fees that increase debt and the actual pricing of any debt in excess of the related yield assumed in the Sponsor’s Model).

		The Financial Covenant shall be tested as of the last day of a fiscal quarter if the aggregate principal amount of borrowings under the Offshore Revolving Facility (including swingline loans, outstanding letters of credit and bank guarantees (except to the extent such letters of credit or bank guarantees have been cash collateralized in a manner reasonably

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		satisfactory to the applicable Issuing Bank)) exceeds 25% of the total amount of the Offshore Revolving Facility as of the last day of such fiscal quarter. In addition, if both (a) the Financial Covenant was not tested as of the last day of the most recent fiscal quarter for which financial statements have been delivered because borrowings under the Offshore Revolving Facility (including swingline loans, outstanding letters of credit and bank guarantees (except to the extent such letters of credit or bank guarantees have been cash collateralized in a manner reasonably satisfactory to the applicable Issuing Bank)) did not exceed 25% of the total amount of the commitments under the Offshore Revolving Facility, and (b) any requested borrowing under the Offshore Revolving Facility (including swingline loans, outstanding letters of credit and bank guarantees (except to the extent such letters of credit or bank guarantees have been cash collateralized in a manner reasonably satisfactory to the applicable Issuing Bank)) would result in the aggregate borrowings under the Offshore Revolving Facility (including swingline loans and outstanding letters of credit (except to the extent such letters of credit have been cash collateralized in a manner reasonably satisfactory to the applicable Issuing Bank) to exceed 25% of the total amount of the commitments under the Offshore Revolving Facility, it shall be a condition to such requested borrowing that the Borrower would have been in compliance with the Financial Covenant as of the last day of such fiscal quarter as if the Financial Covenant had actually been tested for such quarter (without giving pro forma effect to any incurrence under the Offshore Revolving Facility after the last day of such fiscal quarter).

		It is agreed that “Consolidated EBITDA” or “Consolidated Net Income” as used in the calculation of the Financial Covenant and otherwise in the Financing Documentation shall be defined in a manner consistent with the Documentation Principles and in any event shall include, without limitation, adjustments, exclusions and addbacks for:

		(i)(x) pro forma “run rate” cost savings, operating expense reductions and synergies related to the Transactions or the Legacy Merger (as defined below) that are reasonably identifiable and factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) no later than 18 months after the Closing Date and (y) pro forma “run rate” cost savings, operating expense reductions and synergies related to mergers and other business combinations, acquisitions, divestitures, restructurings, cost savings initiatives and other similar initiatives consummated after the Closing Date that

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		are reasonably identifiable and factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within (A) 18 months after a merger or other business combination, acquisition or divestiture is consummated or (B) 12 months after the announcement or implementation of any other restructuring, cost savings initiative or other initiative; provided that amounts added back pursuant to this clause (i) may not exceed 25% of Consolidated EBITDA for any period (with such calculation being made after giving effect to such addback); provided, further, that such 25% cap shall not apply to, and shall be calculated after giving effect to, any pro forma adjustments (i) resulting from actions taken or with respect to which substantial steps have been taken or were committed to be taken prior to the Closing Date (notwithstanding that such actions may actually be taken after the Closing Date) or (ii) resulting from actions expected or intended to be taken after the Closing Date and disclosed to the Commitment Parties prior to the date hereof;

		(ii) restructuring and related charges;

		(iii) costs and expenses incurred in connection with the Transactions, permitted acquisitions and management fees; and

		(iv) adjustments, exclusions and add-backs reflected in the Sponsor’s model delivered to the Lead Arrangers on August 27, 2013 (the “*Sponsor’s Model”), related to assumptions in the Sponsor’s business plans and others consistent with the Documentation Principles, including restructuring and related charges and pro forma “run rate” cost savings, operating expense reductions and synergies, in each case, related to the merger of HiSoft and VanceInfo on November 6, 2012 (the “Legacy Merger*”) reflected in the Sponsor’s Model.

		Any cash equity contribution (which equity shall be common equity or other equity on terms and conditions reasonably acceptable to the Offshore Bank Administrative Agent) made to the Borrower after the first day of a fiscal quarter and on or prior to the day that is 10 business days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with any Financial Covenant at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of Consolidated EBITDA, a “*Specified*

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		*Equity Contribution”), provided* that (a) no more than two Specified Equity Contributions may be made in any period of four consecutive fiscal quarters, (b) no more than five Specified Equity Contributions may be made over the term of the Offshore Revolving Facility, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenant, (d) there shall be no pro forma reduction in indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter with respect to which such Specified Equity Contribution was initially made and (e) the foregoing may not be relied on for purposes of calculating any financial ratios other than compliance with the Financial Covenant and shall not result in any adjustment to any baskets or other amounts other than the amount of Consolidated EBITDA referred to above.

		The Offshore Revolving Facility Documentation will contain customary “stand-still” provisions pursuant to which with regard to the exercise of remedies (but not as to limitations on borrowings) during the period in which any Specified Equity Contribution will be made after the receipt of written notice by the Offshore Bank Administrative Agent of the Borrower’s intention to make such Specified Equity Contribution.

Unrestricted Subsidiaries:		The Offshore Revolving Facility Documentation will contain provisions pursuant to which, subject to customary limitations on investments, loans, advances to, and other investments in, unrestricted subsidiaries, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary, provided that after giving effect to such designation, (x) no default or event of default is continuing and (y) the Borrower is in pro forma compliance with the Financial Covenant (if then in effect). Unrestricted subsidiaries will not be subject to the representations and warranties, affirmative or negative covenants or event of default provisions of the Offshore Revolving Facility Documentation and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Offshore Revolving Facility Documentation. On the Closing Date, the Borrower will be permitted to designate certain subsidiaries as unrestricted subsidiaries under the Offshore Revolving Facility Documentation as the Borrower and the Lead Arrangers shall reasonably agree and, subject to such agreement, the Offshore Revolving Facility Documentation

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		shall permit arrangements in effect on the Closing Date between any of the unrestricted subsidiaries and the Borrower and the restricted subsidiaries.

Events of Default:		Limited to the following (to be applicable to the Borrower and its restricted subsidiaries and Holdings with respect to the passive holding company covenant): nonpayment of principal, interest or fees (with grace periods for interest, fees and other amounts); failure to perform negative covenants and the Financial Covenant (and affirmative covenants to provide notice of default or maintain the Borrower’s corporate existence); failure to perform other covenants subject to a 30-day cure period after notice by the Offshore Bank Administrative Agent; any representation or warranty incorrect in any material respect when made; cross-default and cross-acceleration to other indebtedness, subject to a threshold amount; bankruptcy or insolvency proceedings; final monetary judgments, subject to a threshold amount; ERISA events, subject to material adverse effect; invalidity (actual or asserted in writing by the Borrower or any Guarantor) of the Offshore Revolving Facility Documentation or the liens over a material portion of the Collateral; and change of control (to include a pre- and post-initial public offering provision) provided that, notwithstanding anything to the contrary in the Offshore Revolving Facility Documentation, a breach of the Financial Covenant will not constitute an Event of Default for purposes of the Senior Secured Bridge Facility, Cash Bridge Facility or any Incremental Term Facility (or any other facility other than the Offshore Revolving Facility), and the lenders under such Senior Secured Bridge Facility, Cash Bridge Facility or Incremental Term Facility (or any other facility other than the Offshore Revolving Facility) will not be permitted to exercise any remedies with respect to an uncured breach of the Financial Covenant until the date, if any, on which the commitments under the Offshore Revolving Facility have been terminated and the loans under the Offshore Revolving Facility have been accelerated as a result of such breach.

Voting:		Amendments and waivers of the Offshore Revolving Facility Documentation will require the approval of Lenders holding more than 50% of the aggregate principal amount of the loans and commitments under the Offshore Revolving Facility (the “*Required Bank Lenders*”), except that the consent of each Lender directly adversely affected thereby shall be required with respect to (a) increases in the commitment of such Lender, (b) reductions of principal, interest or fees, (c) extensions of final maturity or the due date of any interest or fee payment, (d) releases of all or substantially all Guarantors or all or substantially all of the Collateral, and (e) changes in voting percentages. Defaulting

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		Lenders will be subject to the suspension of certain voting rights. Notwithstanding the foregoing, (i) amendments and waivers of the Financial Covenant (or any of financial definitions included in (and for purposes of) the Financial Covenant) will require only the consent of the Required Bank Lenders and no other consents or approvals shall be required, and (ii) amendments and waivers of the Offshore Revolving Facility Documentation that affect solely the Lenders under the Offshore Revolving Facility or any Incremental Facility (including waiver or modification of conditions to extensions of credit under the Offshore Revolving Facility, the availability and conditions to funding of any Incremental Facility (but not the conditions for implementing any Incremental Facility as noted above) and other modifications), will require only the consent of Lenders holding more than 50% of the aggregate commitments or loans, as applicable, under such Offshore Revolving Facility or Incremental Facility) and no other consents or approvals shall be required.

		The Offshore Revolving Facility Documentation will permit amendments thereof without the approval or consent of the Lenders to effect a permitted “repricing transaction” (i.e., a transaction in which any facility or tranche of Offshore Revolving Loans or Incremental Facilities is refinanced with a replacement tranche of revolving loans or facilities, or is modified with the effect of, bearing a lower rate of interest) other than any Lender holding Offshore Revolving Loans or Incremental Facilities subject to such “repricing transaction” that will continue as a Lender in respect of the repriced facility or tranche of Offshore Revolving Loans or Incremental Facilities or modified Offshore Revolving Loans or Incremental Facilities.

		The Offshore Revolving Facility Documentation will permit amendments thereof without the approval or consent of the Lenders, but subject to the reasonable satisfaction of the Offshore Bank Administrative Agent, to permit customary voluntary and mandatory prepayment provisions and related definitions in favor of lenders under term loan facilities and such other changes as are necessary or appropriate to reflect customary term loan provisions and mechanics, in each case, so long as such provisions and mechanics are consistent with the Documentation Principles.

		For the avoidance of doubt, non-pro rata distributions and commitment reductions will be permitted in connection with (1) “amend and extend” transactions or (2) the addition of one or more tranches of debt, and modifications to provisions relating to pro rata sharing of payments among the Lenders that result in the Lenders participating in such transactions

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		receiving less than (but not more than) their pro rata share of distributions and/or commitment reductions shall only require approval of such participating Lenders in connection with such “amend and extend” transactions or the addition of one or more tranches of debt and approval of the Required Bank Lenders shall not be required unless any such transaction or addition otherwise requires the approval of the Required Bank Lenders.

Cost and Yield Protection:		The Offshore Revolving Facility Documentation shall contain customary provisions (including customary Dodd-Frank and Basel III requirements) (a) protecting the Lenders against increased costs or loss of yield resulting from changes in reserve, capital adequacy and other requirements of law and from the imposition of or changes in certain withholding or other taxes and (b) indemnifying the Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of a LIBOR borrowings on a day other than the last day of an interest period with respect thereto, it being understood that there will be a customary exception to be agreed to the gross-up obligations for U.S. federal withholding taxes imposed pursuant to current Sections 1471-1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any Treasury regulations or other published administrative guidance promulgated thereunder.

Assignments and Participations:		The Lenders will be permitted to assign (other than to any Disqualified Lender (a list of which will be maintained by the Offshore Bank Administrative Agent and posted to all Lenders subject to each Lender’s agreement prior to accessing such posting that such list is confidential and may not be disclosed or shared with anyone)) loans and commitments under the Offshore Revolving Facility with the consent of the Borrower (not to be unreasonably withheld), the Swingline Lender and the Issuing Bank; provided that no consent of the Borrower shall be required (A) if such assignment is made to another Lender that is a Lender under the Offshore Revolving Facility, or (B) after the occurrence and during the continuance of a payment or bankruptcy (with respect to the Borrower) Event of Default. All assignments will require the consent of the Offshore Bank Administrative Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $5,000,000 or, if less, all of such Lender’s remaining loans and commitments. Assignments will be by novation. An assignment fee in the amount of $3,500 shall be paid by the respective assignor or assignee to the Offshore Bank Administrative Agent.

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		The Lenders will be permitted to sell participations (other than to any Disqualified Lender (a list of which will be maintained by the Offshore Bank Administrative Agent and posted to all Lenders subject to each Lender’s agreement prior to accessing such posting that such list is confidential and may not be disclosed or shared with anyone)) in loans and commitments without consent being required, subject to customary limitations. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments participated to such participants, (b) reductions of principal, interest or fees, (c) extensions of final maturity or the due date of any amortization, interest or fee payment, (d) releases of the guarantees of all or substantially all Guarantors or all or substantially all of the Collateral, and (e) changes in voting thresholds.

		In addition, the Offshore Revolving Facility Documentation shall provide that the loans under any Incremental Term Facility may be purchased by and assigned to debt fund affiliates in a manner and on terms consistent with Documentation Principles.

		The Offshore Revolving Facility Documentation will contain customary provisions allowing the Borrower to replace a Lender or terminate the commitment of a Lender and prepay that Lender’s outstanding Loans in full in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly adversely affected thereby (so long as the Required Bank Lenders have approved the amendment or waiver), increased costs, taxes, etc. and Defaulting Lenders.

Expenses and Indemnification:		The Borrower shall pay (a) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Offshore Bank Administrative Agent and the Lead Arrangers incurred on or after the Closing Date (within 30 days of a written request therefor, together with backup documentation supporting such reimbursement request) associated with the syndication of the Offshore Revolving Facility and the preparation, execution, delivery and administration of the Offshore Revolving Facility Documentation and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Offshore Bank Administrative Agent and the Lead Arrangers taken as a whole and, if necessary, of one local counsel in the Cayman Islands, United States, Japan, Singapore, the People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China and any other jurisdiction where a Guarantor is organized (other than jurisdictions of organization for

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		immaterial Guarantors (to be mutually agreed))) and (b) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Offshore Bank Administrative Agent within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Offshore Bank Administrative Agent and the Lenders taken a whole, and, if necessary, of one local counsel in the Cayman Islands, United States, Japan, Singapore, the People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China and any other jurisdiction where a Guarantor is organized (other than jurisdictions of organization for immaterial Guarantors (to be mutually agreed))) in connection with the enforcement of the Offshore Revolving Facility Documentation or protection of rights thereunder.

		From and after the Closing Date, the Offshore Bank Administrative Agent, the Lead Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, partners, agents, advisors and other representatives) (each, an “*indemnified person”) will be indemnified for and held harmless against, any losses, claims, damages, liabilities or expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the indemnified persons taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to the affected indemnified persons taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction) incurred in respect of the Offshore Revolving Facility or the use or the proposed use of proceeds thereof, except to the extent they arise from the gross negligence, bad faith or willful misconduct of, or material breach of the Offshore Revolving Facility Documentation by, the relevant indemnified person or any of its affiliates or their respective officers, directors, employees, partners, agents, advisors or other representatives as determined by a final, non-appealable judgment of a court of competent jurisdiction or any dispute solely among the indemnified persons (other than claims against a Lead Arranger in its capacity or in fulfilling its role as the Offshore Bank Administrative Agent or arranger or any similar role under the Offshore Revolving Facility and other than any claims arising out of any act or omission of the Borrower, the Sponsor, or any of their affiliates), provided* that the Borrower shall not be liable for any indirect, special, punitive or consequential damages (other than in respect of any such

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		damages required to be indemnified pursuant to the indemnification provisions).

Governing Law and Forum:		New York.

Counsel to the Commitment Parties and Lead Arrangers:		Latham & Watkins LLP

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CONFIDENTIAL		ANNEX I TO
		EXHIBIT B

Interest Rates:		The interest rates under the Offshore Revolving Facility will be as follows:

		At the option of the Borrower, initially, (x) Adjusted LIBOR plus 3.50% or (y) ABR plus 2.50%.

		From and after the delivery by the Borrower to the Offshore Bank Administrative Agent of the Borrower’s financial statements for the period ending at least one full fiscal quarter following the Closing Date, interest rates under the Offshore Revolving Facility shall be subject to one 25 basis points reduction on a pricing grid to be determined based upon the Consolidated First Lien Net Leverage Ratio set forth in the applicable officer’s certificate and shall be as agreed upon between the Borrower and the Offshore Bank Administrative Agent.

		The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed by all relevant Lenders, 12 months or a shorter period) for LIBOR borrowings.

		Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate) and interest shall be payable (i) in the case of LIBOR loans, at the end of each interest period and, in any event, at least every 3 months and (ii) in the case of ABR loans, quarterly in arrears.

		ABR is the Alternate Base Rate, which is the highest of the Offshore Bank Administrative Agent’s Prime Rate, the Federal Funds Effective Rate plus 1/2 of 1.00%, and one-month Adjusted LIBOR plus 1.00%.

		Adjusted LIBOR is the London interbank offered rate for dollars, adjusted for customary Eurodollar reserve requirements, if any.

Letter of Credit Fee:		A per annum fee equal to the spread over Adjusted LIBOR under the Offshore Revolving Facility will accrue on the aggregate face amount of outstanding letters of credit under the Offshore Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the Offshore Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the Lenders participating in the Offshore Revolving Facility pro rata in accordance with the amount of each such Lender’s Offshore Revolving Facility commitment. In addition, the Borrower shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to 0.125% of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon the termination of the Offshore Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

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Commitment Fees:		0.50% per annum on the average daily undrawn portion of the commitments in respect of the Offshore Revolving Facility, payable quarterly in arrears after the Closing Date and upon the termination of the commitments, calculated based on the number of days elapsed in a 360-day year and from and after the delivery by the Borrower to the Offshore Bank Administrative Agent of the Borrower’s financial statements for the period ending at least one full fiscal quarter following the Closing Date.

		Swingline loans shall, for purposes of the commitment fee calculations only, not be deemed to be a utilization of the Offshore Revolving Facility.

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CONFIDENTIAL

EXHIBIT C

Project Galaxy

Senior Secured Increasing Rate Bridge Loans

Summary of Principal Terms and Conditions(4)

Borrower:		The Borrower under the Offshore Revolving Facility.

Administrative Agent:		Bank of America will act as sole and exclusive administrative agent (in such capacity, the “*Secured Bridge Administrative Agent”) for a syndicate of banks, financial institutions and institutional lenders reasonably acceptable to the Borrower (such consent not to be unreasonably withheld or delayed) excluding any Disqualified Lender (together with the Initial Lenders, the “Lenders*”), and will perform the duties customarily associated with such role.

Joint Bookrunners and Joint Lead Arrangers:		Merrill Lynch, Citi and HSBC Securities will act as joint lead arrangers for the Senior Secured Bridge Loans (the “*Lead Arrangers*”) and Merrill Lynch, Citi and HSBC Securities will act as joint bookrunners, and will perform the duties customarily associated with such roles.

Bridge Loans:		Senior Secured Increasing Rate Bridge Loans (the “*Senior Secured Bridge Loans*”).

Uses of Proceeds:		The proceeds of the Senior Secured Bridge Loans will be used by the Borrower on the Closing Date, together with the proceeds of the Offshore Revolving Facility, the Equity Contribution, the Senior Secured Notes (if any), the Cash Bridge Facility and certain cash available on the balance sheet of the Company, solely to pay the consideration for the Acquisition, to refinance certain existing indebtedness of the Company and its subsidiaries (including accrued and unpaid interest and applicable premiums) and to pay costs and expenses related to the Transactions.

Principal Amount:		$275 million of Senior Secured Bridge Loans plus, at the Borrower’s election, an amount sufficient to fund any OID or upfront fees required to be funded on the Closing Date in connection with the issuance of the Senior Secured Notes or any other Securities on the Closing Date (which amounts shall be automatically added to the Commitment Parties’

(4) All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Term Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit shall be determined by reference to the context in which it is used.

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		commitments under the Commitment Letter) minus the amount of gross proceeds from Senior Secured Notes on the Closing Date.

Ranking:		The Senior Secured Bridge Loans will constitute senior secured indebtedness of the Borrower.

Guarantees:		Each existing and subsequently acquired or organized guarantor of the Offshore Revolving Facility will jointly and severally guarantee the Senior Secured Bridge Loans on a senior secured basis, with the guarantee of each such guarantor under the Senior Secured Bridge Facility being pari passu in right of payment with all obligations under the Offshore Revolving Facility. Any guarantee will be automatically released upon the disposition of the applicable guarantor to the extent such disposition is permitted by the Senior Secured Bridge Facility.

Security:		The Senior Secured Bridge Loans will be secured by the same assets securing the Offshore Revolving Facility, with the security interest being subject to the “superpriority” status of the obligations under the Offshore Revolving Facility and obligations under the Incremental Facilities; provided that the requirements of the paragraphs in the section headed “Security” in Exhibit B shall, in respect of the Secured Bridge Facility, be subject to the Certain Funds Provision.

Interest Rates:		Interest for the first three-month period commencing on the Closing Date shall be payable in respect of Senior Secured Bridge Loans at (a) LIBOR (as defined below) plus (b) 787.5 basis points. Thereafter, interest on the Senior Secured Bridge Loans shall increase by an additional 50 basis points at the beginning of each three-month period subsequent to the initial three-month period, increasing to a maximum equal to the Secured Cap (as defined in the Fee Letter).

		“*LIBOR*” on any date, means the greater of (i) the London interbank offered rate for dollars, adjusted for customary Eurodollar reserve requirements if any, for a three month period (as determined two business days prior to the start of the applicable interest period) and (ii) 1.00%.

		Notwithstanding anything to the contrary set forth above, at no time shall the per annum yield on the Senior Secured Bridge Loans exceed the Secured Cap.

Interest Payments:		Interest on the Senior Secured Bridge Loans will be payable in cash, quarterly in arrears.

Default Rate:		The applicable interest rate plus 2.00% on overdue amounts.

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		Notwithstanding anything to the contrary set forth herein, in no event shall any cap or limit on the yield or interest rate payable with respect to the Senior Secured Bridge Loans, Senior Secured Term Loans or Senior Secured Exchange Notes affect the payment of any default rate of interest in respect of any Senior Secured Bridge Loans, Senior Secured Term Loans or Senior Secured Exchange Notes.

Maturity:		The Senior Secured Bridge Loans will mature on the first anniversary of the Closing Date (the “*Maturity Date”). On the Maturity Date, any Senior Secured Bridge Loan that has not been previously repaid in full will be automatically converted into a senior secured term loan (a “Senior Secured Term Loan”) that is due on the date that is seven years after the Closing Date. The date on which Senior Secured Bridge Loans are converted into Senior Secured Term Loans is referred to as the “Senior Secured Conversion Date”. On the Senior Secured Conversion Date, and on the 15th calendar day of each month thereafter (or the immediately succeeding business day if such calendar day is not a business day), at the option of the applicable Lender, Senior Secured Term Loans may be exchanged in whole or in part for senior secured exchange notes (the “Senior Secured Exchange Notes”) having an equal principal amount; provided,* that (i) no Senior Secured Exchange Notes shall be issued until the Borrower shall have received requests to issue at least $150 million in aggregate principal amount of Senior Secured Exchange Notes and (ii) no subsequent Senior Secured Exchange Notes shall be issued until the Borrower shall have received additional requests to issue at least $25 million in aggregate principal amount of additional Senior Secured Exchange Notes.

		The Senior Secured Term Loans will be governed by the provisions of the Senior Secured Bridge Loan Documents and will have the same terms as the Senior Secured Bridge Loans except as expressly set forth on Annex I hereto. The Senior Secured Exchange Notes will be issued pursuant to an indenture that will have the terms set forth on Annex II hereto. The Senior Secured Bridge Loans, the Senior Secured Term Loans and the Senior Secured Exchange Notes shall be pari passu for all purposes.

Mandatory Prepayment:		The Senior Secured Bridge Loans shall be prepaid at 100% of the outstanding principal amount thereof with, subject to exceptions and baskets consistent with the Documentation Principles (i) the net proceeds from the issuance of the Senior Secured Notes or any other debt securities, or subject to certain exceptions to be mutually agreed, other indebtedness for borrowed money of the Borrower or any of its restricted subsidiaries (such exceptions to include borrowings under

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		any Incremental Facility and Incremental Equivalent Debt), (ii) the net proceeds from any non-ordinary course asset sales by the Borrower or any of its restricted subsidiaries in excess of amounts either reinvested or used to permanently repay secured debt that has “superpriority” status under the Offshore Revolving Facility (or the Incremental Facilities), secured debt of subsidiaries of the Borrower that are not Guarantors or net proceeds required to repay debt secured by specific assets and not blanket “all asset” liens (subject to certain exceptions to be agreed) and (iii) the net proceeds of public equity issuances of Holdings and the Borrower (subject to certain exceptions to be agreed, including equity issued to the Investors or any of their respective affiliates or management, equity issued pursuant to employee benefit plans and other exceptions consistent with the Documentation Principles). The Borrower will also be required to prepay the Senior Secured Bridge Loans following the occurrence of a change of control (to be defined in a manner customary for high yield senior unsecured debt securities consistent with the Documentation Principles) at 100% of the outstanding principal amount thereof. In the event any Lender or affiliate of a Lender purchases debt securities from the Borrower pursuant to a permitted securities demand at a price above the level at which such Lender or affiliate has reasonably determined such debt securities can be resold by such Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Borrower thereof), the net cash proceeds received by the Borrower in respect of such debt securities may, at the option of such Lender or affiliate, be applied first to prepay the Senior Secured Bridge Loans of such Lender or affiliate prior to being applied to prepay the Senior Secured Bridge Loans held by other Lenders. These mandatory prepayment provisions will not apply to the Senior Secured Term Loans.

Optional Prepayment:		The Senior Secured Bridge Loans may be prepaid, in whole or in part, at par plus accrued and unpaid interest upon not less than three business days’ prior written notice, at the option of the Borrower at any time.

Right to Resell Senior Secured Bridge Loans:		The Lender shall have the absolute and unconditional right to resell or assign the Senior Secured Bridge Loans held by it in compliance with applicable law to any third party at any time in consultation with (but without the consent of) the Borrower (other than to any Disqualified Lender (a list of which will be maintained by the Secured Bridge Administrative Agent and posted to all Lenders subject to each Lender’s agreement prior to accessing such posting that such list is confidential and may not be disclosed or shared with anyone)), and with the consent of the Secured Bridge

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		Administrative Agent (not to be unreasonably withheld, conditioned or delayed); provided that for the twelve month period commencing on the Closing Date, the consent of the Borrower shall be required with respect to any assignment that would result in the Initial Lenders holding less than 50.1% of the aggregate outstanding principal amount of the Senior Secured Bridge Loans; provided, further that no such consent of the Borrower shall be required after the occurrence and during the continuance of a payment or bankruptcy default or after the occurrence of a Demand Failure Event (as defined in the Fee Letter).

		The Lenders will be permitted to sell participations in the Senior Secured Bridge Loans and commitments under the Senior Secured Bridge Facility without restriction other than to any Disqualified Lender (a list of which will be maintained by the Secured Bridge Administrative Agent and posted to all Lenders subject to each Lender’s agreement prior to accessing such posting that such list is confidential and may not be disclosed or shared with anyone). Voting rights of participants shall be limited to matters in respect of (a) reductions of principal, interest or fees of the Senior Secured Bridge Loans participated to such participants, (b) extensions of final maturity of the Senior Secured Bridge Loans, (c) releases of all or substantially all the guarantors or all or substantially all of the collateral and (d) changes in voting thresholds.

Conditions Precedent to Senior Secured Bridge Loans:		Subject to the Certain Funds Provision, the borrowing of the Senior Secured Bridge Loans will be subject only to the Funding Conditions.

Senior Secured Bridge Loan Documents:		The definitive documentation relating to the Senior Secured Bridge Loans (the “*Senior Secured Bridge Loan Documents*”) shall be negotiated in good faith to finalize the Senior Secured Bridge Loan Documents as promptly as practicable following the execution of the Commitment Letter, giving effect to the Certain Funds Provision, shall be consistent with recent bridge loan financings of this type for affiliates of the Sponsor (or based on, but less restrictive and burdensome to the Borrower than, the Apx Group, Inc. credit agreement (or if requested by Newco, another mutually acceptable precedent) with modifications to reflect the differences in the facilities, with negative covenants and defaults consistent with the Apx Group, Inc. senior secured notes indenture (or if requested by Newco, another mutually acceptable precedent) and further modified to reflect the terms and conditions set forth in this Term Sheet and shall be consistent with the Documentation Principles as applied to

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		recent transactions of this kind with leveraged affiliates of the Sponsor. Such Senior Secured Bridge Loan Documents shall contain only those payments, conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in this Exhibit C, in each case, applicable to the Borrower and its restricted subsidiaries and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor. Counsel to the Sponsor shall prepare initial drafts of the Senior Secured Bridge Loan Documents consistent with the Documentation Principles.

Representations and Warranties:		The Senior Secured Bridge Loan Documents will contain representations and warranties as are substantially similar to those for the Offshore Revolving Facility, with modifications customary for bridge loan financings of this type to the extent necessary to reflect differences in documentation and in any event no more restrictive or burdensome than those representations and warranties set forth in the Offshore Revolving Facility.

Covenants:		The Senior Secured Bridge Loan Documents will contain such affirmative covenants substantially similar to (but less restrictive and burdensome than) those for the Offshore Revolving Facility (with modifications and deletions to reflect the differences in the facilities) to the extent applicable, and the Senior Secured Bridge Loan Documents will contain such incurrence-based negative covenants consistent with the Documentation Principles (it being understood that (a) prior to the Maturity Date the restricted payments and debt incurrence covenants shall be more restrictive than is customary for high yield senior secured debt securities in a manner customary for bridge financings and following the Maturity Date, the covenants of the Senior Secured Bridge Loans will be automatically modified to be consistent with the covenants in the Senior Secured Exchange Notes, (b) the restricted payment covenant shall permit unlimited restricted payments, subject to pro forma compliance with a maximum Consolidated Total Net Leverage Ratio (as defined below) of 2.00:1.00, (c) the lien covenant shall permit (i) additional liens securing the Incremental Facilities, the Incremental Onshore Facilities and Incremental Equivalent Debt (subject to the provisions in Exhibits B and E hereto) and (ii) additional liens securing debt otherwise permitted under the Senior Secured Bridge Loan Documents to be secured and (d) the debt covenant shall include (i) a “credit facilities” basket of no less than $125 million, of which no more than the Available Superpriority Amount may be incurred on “superpriority”

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		basis or by Onshore Subsidiaries, (ii) incurrence based baskets for Incremental Equivalent Debt, and (iii) a general basket for other debt, which may be secured on a pari passu or junior basis with the Senior Secured Bridge Facility, in an amount to be agreed (subject to a sublimit for debt incurred by Onshore Subsidiaries in an amount to be agreed)). There will not be any financial maintenance covenants. On the Closing Date, the Borrower will be permitted to designate certain subsidiaries as unrestricted subsidiaries under the Senior Secured Bridge Facility as the Borrower and the Lead Arranger shall reasonably agree and, subject to such agreement, the Senior Secured Bridge Loan Documents shall permit arrangements in effect on the Closing Date between any of the unrestricted subsidiaries and the Borrower and the restricted subsidiaries.

		“*Incremental Equivalent Debt*” (5) means any indebtedness consisting of (a) debt securities or other indebtedness for borrowed money (but not syndicated bank loans) secured on a first lien basis pari passu with the Senior Secured Notes (or the Senior Secured Bridge Facility) subject to compliance with a maximum Consolidated First Lien Net Leverage Ratio as of the last day of the most recently ended period of four fiscal quarters for which financial statements are internally available of 3.75:1.00, (b) loans, debt securities or other indebtedness for borrowed money secured on a junior basis with the Senior Secured Notes (or the Senior Secured Bridge Facility) subject to compliance with a maximum Consolidated Secured Net Leverage Ratio as of the last day of the most recently ended period of four fiscal quarters for which financial statements are internally available of 4.50:1.00, or (c) unsecured loans, unsecured debt securities or other unsecured indebtedness for borrowed money debt subject to compliance with a minimum Fixed Charge Coverage Ratio for the most recently ended period of four fiscal quarters for which financial statements are internally available of 2.0 to 1.0; in the case of each of clauses (a), (b) and (c), (i) such financial calculations shall be made after giving pro forma effect to the incurrence of such additional amount and after giving effect to all customary pro forma events and adjustments (but excluding the cash proceeds of any such proposed indebtedness for purposes of determining pro forma net debt), and (ii) such indebtedness, in the

(5) If security on any first lien debt does not include the stock of the Borrower’s first tier PRC subsidiaries and the Incremental Equivalent Debt consists of an unsecured or second lien bond deal, the intercreditor agreement shall provide that such unsecured or second lien bonds are subordinated to any first lien debt with respect to proceeds received upon the exercise of remedies following an event of default from the sale of stock of any such PRC subsidiaries.

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		aggregate, shall be subject to a sublimit for non-guarantors in an amount to be agreed.

		“*Consolidated Secured Net Leverage Ratio*” will be defined to mean the ratio of (a) Consolidated Total Debt which is secured by a lien on the Collateral, net of Available Unrestricted Cash, to (b) Consolidated EBITDA.

		“*Consolidated Total Net Leverage Ratio*” will be defined to mean the ratio of (a) Consolidated Total Debt, net of Available Unrestricted Cash, to (b) Consolidated EBITDA.

		“*Fixed Charge Coverage Ratio*” will be defined to mean the ratio of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges (to be as defined in the indenture for the Senior Secured Notes or, if no Senior Secured Notes have been issued on or prior to the Closing Date, the Senior Secured Exchange Notes, in each case, in a manner consistent with the Documentation Principles).

Events of Default:		The Senior Secured Bridge Loan Documents will contain such events of default (including notice and grace periods) limited to nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross-acceleration to material indebtedness and cross payment default to material indebtedness at final maturity thereof; bankruptcy or insolvency proceedings; material monetary judgments subject to a threshold amount; and actual or asserted invalidity of material guarantees or liens on a material portion of the Collateral.

Voting:		Amendments and waivers of the Senior Secured Bridge Loan Documents will require the approval of Lenders holding more than 50% of the aggregate principal amount of the Senior Secured Bridge Loans, except that the consent of each Lender directly adversely affected thereby shall be required with respect to (a) reductions of principal, interest or fees payable, (b) extensions of final maturity of the Senior Secured Bridge Loans or the due date of any interest or fee payment, (c) releases of all or substantially all of the guarantors or all or substantially all of the collateral and (d) changes in voting thresholds.

Cost and Yield Protection:		Customary for recent financings of this kind with leveraged affiliates of the Sponsor, it being agreed that the documentation will provide customary provisions regarding withholding tax liabilities and a customary exception to be agreed to the gross-up obligations for U.S. federal withholding taxes imposed pursuant to current Sections 1471-1474 of the Internal Revenue Code of 1986, as

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		amended (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any Treasury regulations or other published administrative guidance promulgated thereunder.

Expenses and Indemnification:		The Borrower shall pay (a) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Secured Bridge Administrative Agent and the Lead Arrangers incurred on or after the Closing Date (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request associated with the syndication of the Senior Secured Bridge Loans and the preparation, execution, delivery and administration of the Senior Secured Bridge Loan Documents and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Secured Bridge Administrative Agent and the Lead Arrangers taken as a whole and, if necessary, of one local counsel in the Cayman Islands, United States, Japan, Singapore, the People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China and any other jurisdiction where a Guarantor is organized (other than jurisdictions of organization for immaterial Guarantors (to be mutually agreed))) and (b) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Secured Bridge Administrative Agent within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Secured Bridge Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in the Cayman Islands, United States, Japan, Singapore, the People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China and any other jurisdiction where a Guarantor is organized (other than jurisdictions of organization for immaterial Guarantors (to be mutually agreed))) in connection with the enforcement of the Senior Secured Bridge Loan Documents or protection of rights thereunder.

		From and after the Closing Date, the Secured Bridge Administrative Agent, the Lead Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, agents, advisors and other representatives) (each, an “*indemnified person*”) will be indemnified for and held harmless against any losses, claims, damages, liabilities or expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees,

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		disbursements and other charges of one counsel to the indemnified persons taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to the affected indemnified persons taken as a whole (and, if reasonably necessary, one local counsel in any relevant jurisdiction), incurred in respect of the Senior Secured Bridge Loans or the use or the proposed use of proceeds thereof, except to the extent they arise from the gross negligence, bad faith or willful misconduct of, or material breach of the Senior Secured Bridge Loan Documents by, the relevant indemnified person or any of its affiliates or their respective officers, directors, employees, partners, agents, advisors or other representatives as determined by a final, non-appealable judgment of a court of competent jurisdiction or any dispute solely among the indemnified persons (other than claims against a Lead Arranger in its capacity or in fulfilling its role as the Secured Bridge Administrative Agent or arranger or any similar role under the Offshore Revolving Facility and other than any claims arising out of any act or omission of the Borrower, the Sponsor, or any of their affiliates), provided further that the Borrower shall not be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages required to be indemnified pursuant to the indemnification provisions).

Governing Law:		New York.

Counsel to the Commitment Parties and Lead Arrangers:		Latham & Watkins LLP.

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CONFIDENTIAL		ANNEX I to
		EXHIBIT C

Senior Secured Term Loans

Maturity:		The Senior Secured Term Loans will mature on the date that is seven years after the Closing Date.

Guarantees and Security:		Same as the Senior Secured Bridge Loans (except no guarantee by Holdings).

Interest Rate:		The Senior Secured Term Loans will bear interest at a rate equal to the Secured Cap (as defined in the Fee Letter).

Covenants, Defaults and Mandatory Offers to Purchase:		Upon and after the Senior Secured Conversion Date, the covenants, mandatory offers to purchase and defaults which would be applicable to the Senior Secured Exchange Notes, if issued, will also be applicable to the Senior Secured Term Loans in lieu of the corresponding provisions of the Senior Secured Bridge Loans (except that any offer to repurchase upon the occurrence of a change of control will be made at 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase).

Optional Prepayment:		The Senior Secured Term Loans may be prepaid, in whole or in part, at par, plus accrued and unpaid interest upon not less than three days’ prior written notice, at the option of the Borrower at any time.

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CONFIDENTIAL		ANNEX II to
		EXHIBIT C

Senior Secured Exchange Notes

Issue:		The Senior Secured Exchange Notes will be issued under an indenture capable of being qualified under the Trust Indenture Act of 1939, as amended. Such indenture shall be negotiated in good faith and shall be based on forms of definitive documentation agreed to by you and the Commitment Parties, and such indenture (including all covenants, defaults and mandatory offers to purchase) shall be consistent with the terms in this Term Sheet and the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor.

Guarantees and Security:		Same as the Senior Secured Term Loans (and provided that stock pledges shall be subject to a customary S-X Rule 3-16 cutback).

Maturity:		The Senior Secured Exchange Notes will mature on the date that is seven years after the Closing Date.

Interest Rate:		The Senior Secured Exchange Notes will bear interest payable semi-annually in arrears at a rate equal to the Secured Cap (as defined in the Fee Letter).

Repurchase with Asset Sale Proceeds:		The Borrower will be required to make an offer to repurchase the Senior Secured Exchange Notes at 100% of the outstanding principal amount thereof with, subject to exceptions customary for high yield debt securities and consistent with the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor (including an exception for the net sale proceeds of certain PRC real estate assets), the net proceeds from any non-ordinary course asset sales by the Borrower or any of its restricted subsidiaries in excess of amounts either reinvested in a manner customary for high yield debt securities and consistent with the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor or applied to repay the Offshore Revolving Facility or other secured term loan debt that is incurred under the incremental portion of such Offshore Revolving Facility.

Repurchase upon Change of Control:		The Borrower will be required to make an offer to repurchase the Senior Secured Exchange Notes following the occurrence of a change of control at a price in cash equal to 101% (or 100% in the case of Senior Secured Exchange Notes held by the Commitment Parties or its affiliates other than Asset Management Affiliates (as defined in the Fee Letter)) of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase.

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Optional Redemption:		The Senior Secured Exchange Notes will be non-callable (subject to the make-whole and equity clawback exceptions in the two succeeding paragraphs below) until the third anniversary of the Closing Date; provided that notwithstanding the foregoing the Borrower may redeem up to 10% of the initial aggregate principal amount of the Senior Secured Bridge Facility in each of the first three years following the Closing Date at 103% of the aggregate principal amount of Senior Secured Exchange Notes being redeemed plus accrued and unpaid interest thereon. Thereafter, each Senior Secured Exchange Note will be callable at par plus accrued interest plus a premium equal to 50% of the coupon on such Senior Secured Exchange Note, which premium shall decline to 25% on the fourth anniversary of the Closing Date and which premium shall further decline to zero on the fifth anniversary of the Closing Date.

		Prior to the third anniversary of the Closing Date, the Borrower may redeem Senior Secured Exchange Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the third anniversary of the Closing Date plus 50 basis points.

		Prior to the third anniversary of the Closing Date, the Borrower may redeem up to 40% of the Senior Secured Exchange Notes in a principal amount not to exceed an amount equal to the gross proceeds from an equity offering at a redemption price equal to par plus the coupon on such Senior Secured Exchange Notes.

		The optional redemption provisions will be otherwise consistent with the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor. So long as no Demand Failure Event (as defined in the Fee Letter) has occurred, any Senior Secured Exchange Notes held by (and for so long as they are held by) the Commitment Parties or their affiliates (other than Asset Management Affiliates) shall be redeemable at any time and from time to time at the option of the Borrower at a redemption price equal to par plus accrued and unpaid interest to the redemption date.

Defeasance Provisions:		Consistent with the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor.

Modification:		Consistent with the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor.

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Covenants:		Consistent with the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor (including an exception to the restricted payment covenant for unlimited restricted payments with the net sale proceeds of certain PRC real estate assets subject to pro forma compliance with a maximum Consolidated Total Net Leverage Ratio to be agreed) (but in any event less restrictive than those in the Senior Secured Bridge Facility and with a reporting covenant appropriate for transactions of this kind).

Registration Rights:		None.

Events of Default:		Consistent with the Documentation Principles as applied to recent transactions of this kind with leveraged affiliates of the Sponsor (but in any event less restrictive than those in the Offshore Revolving Facility).

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CONFIDENTIAL

EXHIBIT D

Project Galaxy
Senior Secured Cash Bridge Loans
Summary of Principal Terms and Conditions(6)

Borrower:		The Borrower under the Offshore Revolving Facility.

Administrative Agent:		Bank of America, will act as sole and exclusive administrative agent (in such capacity, the “*Cash Bridge Administrative Agent”) for a syndicate of banks, financial institutions and institutional lenders reasonably acceptable to the Borrower (such consent not to be unreasonably withheld or delayed) excluding any Disqualified Lender (together with the Initial Lenders, the “Lenders*”), and will perform the duties customarily associated with such role.

Joint Bookrunners and Joint Lead Arrangers:		Merrill Lynch, Citi and HSBC Securities will act as joint lead arrangers for the Cash Bridge Loans (the “*Lead Arrangers*”) and Bank of America, Citi and HSBC Securities will act as joint bookrunners, and will perform the duties customarily associated with such roles.

Bridge Loans:		Senior Secured Cash Bridge Loans (the “*Cash Bridge Loans”) made available in two separate facilities, (i) the Onshore Cash Bridge Facility, to be repaid with cash proceeds made available to the Borrower by certain subsidiaries of the Company established or organized in the People’s Republic of China (excluding Hong Kong, Macau and Taiwan) (“PRC*”), and (ii) the Offshore Cash Bridge Facility to be repaid with cash proceeds made available to the Borrower by certain subsidiaries of the Company established or organized in jurisdictions other than PRC.

Uses of Proceeds:		The proceeds of the Cash Bridge Loans will be used by the Borrower on the Closing Date, together with the proceeds of the Offshore Revolving Facility, the Equity Contribution, the Senior Secured Notes (if any) and/or the Senior Secured Bridge Loans and certain cash available on the balance sheet of the Company, solely to pay the consideration for the Acquisition, to refinance certain existing indebtedness of the Company and its subsidiaries (including accrued and unpaid interest and applicable premiums) and to pay costs and expenses related to the Transactions.

(6) All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Term Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit shall be determined by reference to the context in which it is used.

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Principal Amount:		$70 million of Cash Bridge Loans, of which $30 million will be allocated to the Onshore Cash Bridge Facility and $40 million will be allocated to the Offshore Cash Bridge Facility; provided that on or prior to the Closing Date, the Borrower shall be able to reallocate up to $10 million of Cash Bridge Loans either from the Onshore Cash Bridge Facility to the Offshore Cash Bridge Facility or from the Offshore Cash bridge Facility to the Onshore Cash Bridge Facility.

Ranking:		The Cash Bridge Loans will constitute senior secured indebtedness of the Borrower.

Guarantees:		Each existing and subsequently acquired or organized guarantor of the Offshore Revolving Facility will jointly and severally guarantee the Cash Bridge Loans on a senior secured basis, with the guarantee of each such guarantor under the Cash Bridge Facility being pari passu in right of payment with all obligations under the Offshore Revolving Facility. Any guarantee will be automatically released upon the release of the corresponding guarantee under the Offshore Revolving Facility (other than upon payment in full thereof) and shall otherwise be subject to release on terms and conditions customary for high yield debt securities.

Security:		The Cash Bridge Loans will be secured by (a) the same assets securing the Offshore Revolving Facility, with the security interest being subject to the “superpriority” status of the obligations under the Offshore Revolving Facility and obligations under the Incremental Facilities, and (b) the Controlled Offshore Cash Bridge Accounts.

Interest Rates:		Interest for the first three-month period commencing on the Closing Date shall be payable in respect of Cash Bridge Loans at (a) LIBOR (as defined below) plus (b) 275 basis points. Thereafter, interest on the Cash Bridge Loans under the Onshore Cash Bridge Facility shall increase by an additional 50 basis points at the beginning of each three-month period subsequent to the initial three-month period, increasing to a maximum equal to 425 basis points with respect to the Cash Bridge Loans under the Onshore Cash Bridge Facility.

		“*LIBOR*” on any date, means the London interbank offered rate for dollars, adjusted for customary Eurodollar reserve requirements if any, for a three month period (as determined two business days prior to the start of the applicable interest period).

Interest Payments:		Interest on the Cash Bridge Loans will be payable in cash, quarterly in arrears.

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Default Rate:		The applicable interest rate plus 2.00% on overdue amounts.

		Notwithstanding anything to the contrary set forth herein, in no event shall any cap or limit on the yield or interest rate payable with respect to the Cash Bridge Loans affect the payment of any default rate of interest in respect of any Cash Bridge Loans.

Maturity:		The Cash Bridge Loans under the Onshore Cash Bridge Facility will mature eleven months after the Closing Date (the “*Onshore Maturity Date”) with the outstanding Principal Amount of Cash Bridge Loans in respect of the Onshore Cash Bridge Facility and accrued unpaid interest thereon payable on the Onshore Maturity Date, and the Cash Bridge Loans under the Offshore Cash Bridge Facility will mature three months after the Closing Date (the “Offshore Maturity Date*”) with the outstanding Principal Amount of Cash Bridge Loans in respect of the Offshore Cash Bridge Facility and accrued unpaid interest thereon payable on the Offshore Maturity Date.

Mandatory Prepayment:		The Cash Bridge Loans under the Offshore Cash Bridge Facility shall be prepaid at 100% of the outstanding principal amount thereof with the proceeds of any dividends or distributions received by the Borrower from the Designated Offshore Cash Bridge Accounts. The Cash Bridge Loans under the Onshore Cash Bridge Facility shall be prepaid at 100% of the outstanding principal amount thereof with the proceeds of any dividends or distributions received by the Borrower from the Designated Onshore Cash Bridge Accounts.

Optional Prepayment:		The Cash Bridge Loans may be prepaid, in whole or in part, at par plus accrued and unpaid interest upon not less than three business days’ prior written notice, at the option of the Borrower at any time.

Assignments and Participations:		The Lenders will be permitted to assign (other than to any Disqualified Lender, (a list of which will be maintained by the Cash Bridge Administrative Agent and posted to all Lenders subject to each Lender’s agreement prior to accessing such posting that such list is confidential and may not be disclosed or shared with anyone)) loans and commitments under the Cash Bridge Facility with the consent of the Borrower (not to be unreasonably withheld); provided that no consent of the Borrower shall be required (A) if such assignment is made to another Lender that is a Lender under the Cash Bridge Facility, or (B) after the occurrence and during the continuance of a payment or bankruptcy (with respect to the Borrower) Event of Default. All assignments will require the consent of the Offshore

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		Bank Administrative Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $5,000,000 or, if less, all of such Lender’s remaining loans and commitments. Assignments will be by novation. An assignment fee in the amount of $3,500 shall be paid by the respective assignor or assignee to the Cash Bridge Administrative Agent.

		The Lenders will be permitted to sell participations in the Cash Bridge Loans and commitments under the Cash Bridge Facility without restriction other than to any Disqualified Lender (a list of which will be maintained by the Cash Bridge Administrative Agent and posted to all Lenders subject to each Lender’s agreement prior to accessing such posting that such list is confidential and may not be disclosed or shared with anyone). Voting rights of participants shall be limited to matters in respect of (a) increases in commitments participated to such participants, (b) reductions of principal, interest or fees, (c) extensions of final maturity of the Cash Bridge Loans, interest or fee payment, (d) releases of the guarantees of all or substantially all of the guarantors or all or substantially all of the collateral, and (e) changes in voting thresholds.

Conditions Precedent to Cash Bridge Loans:		Subject to the Certain Funds Provision, the borrowing of the Cash Bridge Loans will be subject only to the Funding Conditions.

Cash Bridge Loan Documents:		The definitive documentation relating to the Cash Bridge Loans (the “*Cash Bridge Loan Documents*”) shall be negotiated in good faith to finalize the Cash Bridge Loan Documents as promptly as practicable following the execution of the Commitment Letter, giving effect to the Certain Funds Provision, shall be based on the definitive documentation for Apx Group, Inc. credit facilities (or if requested by Newco, another mutually acceptable precedent) with such conforming changes as are necessary to reflect the short-term nature of the Cash Bridge Facility and the differing maturity dates of the Onshore Cash Bridge Facility and the Offshore Cash Bridge Facility (but shall be no more restrictive than the Offshore Revolving Facility Documentation or Senior Secured Bridge Loan Documents), shall contain the terms and conditions set forth in this Term Sheet and shall be consistent with the Documentation Principles as applied to recent transactions of this kind with leverage affiliates of the Sponsor. Such Cash Bridge Loan Documents shall contain only those payments, conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in this Exhibit D, in each case, applicable to the

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		Borrower and its restricted subsidiaries and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the Documentation Principles as applied to recent transactions of this kind with leverage affiliates of the Sponsor. Counsel to the Sponsor shall prepare initial drafts of the Cash Bridge Loan Documents consistent with the Documentation Principles.

Representations and Warranties:		To the extent applicable to the Cash Bridge Facility, the Cash Bridge Loan Documents will contain representations and warranties as are substantially similar to those for the Offshore Revolving Facility, with modifications customary for bridge loan financings of this type to the extent necessary to reflect differences in documentation.

Covenants:		To the extent applicable to the Cash Bridge Facility, the Cash Bridge Loan Documents will contain such affirmative covenants substantially similar to (but less restrictive and burdensome than) those for the Offshore Revolving Facility to the extent applicable and with modifications to reflect the differences in the facilities, and the Cash Bridge Loan Documents will contain such incurrence-based negative covenants as are substantially similar to those for the Senior Secured Notes or, if no Senior Secured Notes have been issued on or prior to the Closing Date, the Senior Secured Exchange Notes, to the extent applicable to the Cash Bridge Facility and with modifications necessary to reflect the differences in the documentation.

Offshore Cash Bridge Accounts		The Cash Bridge Loan Documents will contain a covenant that will require the Borrower to cause its Offshore Subsidiaries to deposit cash within 5 business days after the Closing Date (subject to extensions by the Cash Bridge Administrative Agent in its reasonable discretion) into certain designated bank accounts maintained with the Cash Bridge Administrative Agent or its affiliates or designees (such accounts, the “*Designated Offshore Cash Bridge Accounts*”) in an amount at anytime not less than the principal amount of the outstanding Cash Bridge Loans under the Offshore Cash Bridge Facility. Any cash held in the Designated Offshore Cash Bridge Accounts may not be co-mingled with any other cash of the Borrower or its subsidiaries and shall not be used for any purpose other than making a dividend or distribution the proceeds of which will be used by the Borrower to repay the outstanding Cash Bridge Loans under the Offshore Cash Bridge Facility.

		The Cash Bridge Loan Documents will contain a covenant that will require the Borrower, to the extent permitted by applicable law, rules and regulations, and after compliance with any financial assistance, “whitewash” and similar

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		requirements, to cause all Designated Offshore Cash Bridge Accounts to be subject to a security interest in favor of the Cash Bridge Administrative Agent pursuant to a control agreement or such other means necessary to obtain a perfected security interest or the equivalent in each applicable jurisdiction (such accounts, the “*Controlled Offshore Cash Bridge Accounts*”). An event of default under the Offshore Cash Bridge Facility will occur if at any time after the date that is 45 days after the Closing Date (subject to an extension of 15 days by the Cash Bridge Administrative Agent in its reasonable discretion) the aggregate principal amount then outstanding under the Offshore Cash Bridge Facility exceeds the amount of cash and cash equivalents held in the Controlled Offshore Bridge Accounts by more than $5,000,000.

Onshore Cash Bridge Accounts		The Cash Bridge Loan Documents will contain a covenant that will require the Borrower to cause its Onshore Subsidiaries to deposit cash within 5 business days (subject to extensions by the Cash Bridge Administrative Agent in its reasonable discretion) into certain designated bank accounts maintained with the Cash Bridge Administrative Agent or its affiliates or designees (such accounts, the “*Designated Onshore Cash Bridge Accounts*”) in an amount at anytime not less than the principal amount of the outstanding Cash Bridge Loans under the Onshore Cash Bridge Facility (net of any applicable withholding taxes and any other deductions that will be applied to such cash prior to the Offshore Borrower using such cash to repay the Onshore Cash Bridge Facility). Any cash held in the Designated Onshore Cash Bridge Accounts may not be co-mingled with any other cash of the Borrower or its subsidiaries and shall not be used for any purpose other than making a dividend or distribution the proceeds of which will be used by the Borrower to repay the outstanding Cash Bridge Loans under the Onshore Cash Bridge Facility. For the avoidance of doubt, the Cash Bridge Facility will not be secured by the Designated Onshore Cash Bridge Accounts, but, to the extent permitted by applicable laws, rules and regulations of the PRC (and after compliance with any requirements thereof), such Designated Onshore Cash Bridge Accounts will be subject to customary PRC-law governed escrow agreements.

Events of Default:		The Cash Bridge Loan Documents will contain such events of default as are substantially similar to those for the Senior Secured Notes or, if no Senior Secured Notes have been issued on or prior to the Closing Date, the Senior Secured Exchange Notes, to the extent applicable to the Cash Bridge Facility and with modifications necessary to reflect the differences in the documentation.

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Voting:		Amendments and waivers of the Cash Bridge Loan Documents will require the approval of Lenders holding more than 50% of the aggregate principal amount of the Cash Bridge Loans, except that the consent of each Lender directly adversely affected thereby shall be required with respect to (a) reductions of principal, interest or fees payable to such Lender, (b) extensions of final maturity of the Cash Bridge Loans of such Lender or the due date of any interest or fee payment, (c) releases of all or substantially all of the guarantors or all or substantially all of the collateral and (d) changes in voting thresholds.

Cost and Yield Protection:		Customary for financings of this kind, it being agreed that the documentation will provide customary provisions regarding withholding tax liabilities and a customary exception to be agreed to the gross-up obligations for U.S. federal withholding taxes imposed pursuant to current Sections 1471-1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any Treasury regulations or other published administrative guidance promulgated thereunder.

Expenses and Indemnification:		The Borrower shall pay (a) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Cash Bridge Administrative Agent and the Lead Arrangers incurred on or after the Closing Date (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request associated with the syndication of the Cash Bridge Loans and the preparation, execution, delivery and administration of the Cash Bridge Loan Documents and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Cash Bridge Administrative Agent and the Lead Arrangers taken as a whole and, if necessary, of one local counsel in the Cayman Islands, United States, Japan, Singapore, the People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China and any other jurisdiction where a Guarantor is organized (other than jurisdictions of organization for immaterial Guarantors (to be mutually agreed))) and (b) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Cash Bridge Administrative Agent within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Cash Bridge Administrative Agent and the Lenders taken as a whole, and, if necessary, of

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		one local counsel in the Cayman Islands, United States, Japan, Singapore, the People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China and any other jurisdiction where a Guarantor is organized (other than jurisdictions of organization for immaterial Guarantors (to be mutually agreed))) in connection with the enforcement of the Cash Bridge Loan Documents or protection of rights thereunder.

		From and after the Closing Date, the Cash Bridge Administrative Agent, the Lead Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, agents, advisors and other representatives) (each, an “*indemnified person”) will be indemnified for and held harmless against any losses, claims, damages, liabilities or expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the indemnified persons taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to the affected indemnified persons taken as a whole (and, if reasonably necessary, one local counsel in any relevant jurisdiction), incurred in respect of the Cash Bridge Loans or the use or the proposed use of proceeds thereof, except to the extent they arise from the gross negligence, bad faith or willful misconduct of, or material breach of the Cash Bridge Loan Documents by, the relevant indemnified person or any of its affiliates or their respective officers, directors, employees, partners, agents, advisors or other representatives as determined by a final, non-appealable judgment of a court of competent jurisdiction or any dispute solely among the indemnified persons (other than claims against a Lead Arranger in its capacity or in fulfilling its role as the Cash Bridge Administrative Agent or arranger or any similar role under the Offshore Revolving Facility and other than any claims arising out of any act or omission of the Borrower, the Sponsor, or any of their affiliates), provided further* that the Borrower shall not be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages required to be indemnified pursuant to the indemnification provisions).

Governing Law:		New York.

Counsel to the Commitment Parties and Lead Arrangers:		Latham & Watkins LLP

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CONFIDENTIAL

EXHIBIT E

Project Galaxy
Senior Secured Onshore Revolving Credit Facility
Summary of Principal Terms and Conditions(7)

Onshore Borrower:		One or more existing and future subsidiaries of the Company established or organized in the PRC (the “*Onshore Borrower*”).

Administrative Agent:		Bank of America will act as sole and exclusive administrative agent (or its designated affiliate, in such capacity, the “*Onshore Bank Administrative Agent”) and collateral agent for a syndicate of banks, financial institutions and institutional lenders reasonably acceptable to the Onshore Borrower (such consent not to be unreasonably withheld or delayed) excluding any Disqualified Lender (together with the Initial Lenders, the “Lenders*”), and will perform the duties customarily associated with such roles.

Joint Bookrunners and Joint Lead Arrangers:		Merrill Lynch, Citi and HSBC Securities will act as lead arrangers for the Onshore Revolving Facility (or their designated affiliates, in such capacity, the “*Lead Arrangers*”) and Merrill Lynch, Citi and HSBC Securities will act as joint bookrunners, and will perform the duties customarily associated with such roles.

Onshore Revolving Credit Facility:		A senior secured revolving credit facility in an aggregate principal amount of RMB equivalent to $20 million (or, if applicable, the equivalent amount thereof converted to U.S. dollars) (the “*Onshore Revolving Facility*”), of which up to an amount to be agreed will be available in the form of letters of credit. Amounts under the Onshore Revolving Facility will be available for utilization in RMB with same day borrowings available on any business day so long as the notice of borrowing is made prior to 11:00 a.m. on such business day. The Onshore Revolving Facility shall be used according to the Provisional Measures on Working Capital Lending, and for any single payment of an agreed amount that is required to be made way of Entrusted Payment (as defined below), the Onshore Borrower shall provide the invoices, certificates, or other documentary evidence for such payment.

(7) All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Term Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit shall be determined by reference to the context in which it is used.

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Incremental Facilities:		The Onshore Revolving Facility Documentation will permit the Onshore Borrower to add one or more revolving credit facilities and/or increase commitments under the Onshore Revolving Facility (any such revolving credit facility or increase, an “*Incremental Onshore Facility”) in an aggregate principal amount up to the lesser of (x) the RMB equivalent to the Available Superpriority Amount and (y) (1) RMB equivalent to $75 million minus* (2) the aggregate amount of Incremental Facilities incurred under the free and clear basket in Exhibit B; provided that:

		(i) the Incremental Onshore Facilities will rank pari passu or junior in right of payment with the existing Onshore Revolving Facility (and to the extent subordinated in right of payment, subject to intercreditor arrangements consistent with the Documentation Principles);

		(ii) the Incremental Onshore Facilities will have a final maturity no earlier than the final maturity of the Onshore Revolving Facility;

		(iii) any Incremental Facility (x) that is an increase in commitments to an existing Onshore Revolving Facility or existing Incremental Onshore Facility shall be on the same terms (including maturity date and interest rates) and pursuant to the same documentation (other than the amendment evidencing such Incremental Onshore Facility) applicable to such existing facility, (y) may not provide for scheduled amortization or mandatory commitment reductions prior to the then final scheduled maturity date of the Onshore Revolving Facility and may not have a final scheduled maturity earlier than the final scheduled maturity of the Onshore Revolving Facility but (z) may provide for the ability to permanently repay and terminate revolving commitments on a pro rata basis or less than pro rata basis with other then-outstanding revolving credit facility tranches (including the Onshore Revolving Facility and any other Incremental Onshore Facility);

		(iv) extensions of credit under any Incremental Onshore Facility will be subject to the conditions set forth under the heading “Conditions Precedent to Borrowings after the Closing Date” except (A) to the extent of any waiver of a borrowing notice in the amendment evidencing an Incremental Onshore Facility, and (B) with respect to any Incremental Onshore Facility used in whole or in part to finance a permitted acquisition or a permitted investment consisting of the purchase or other acquisition of equity, assets or combination thereof from a third party, including by merger or amalgamation, such conditions related to the making and accuracy of representations and warranties (other

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		than the Specified Representations (conformed as necessary for such transaction)) or the absence of a default or event of default (other than with respect to a payment or bankruptcy event of default), may be waived or limited, as agreed between the Onshore Borrower and the lenders under such Incremental Onshore Facility without the consent of the Onshore Bank Administrative Agent or any existing Lender;

		(v) the All-In Yield applicable to any Incremental Onshore Facility will be determined by the Onshore Borrower and the Lenders providing such Incremental Onshore Facility, provided that with respect to any Incremental Onshore Facility that is obtained on or prior to the date that is 18 months after the Closing Date, the All-In Yield will not be more than 0.50% higher than the corresponding All-In Yield for the existing Onshore Revolving Facility (calculated in the same manner and after giving effect to any amendment to interest rate margins under such Onshore Revolving Facility after the Closing Date but immediately prior to the time of the addition of such Incremental Onshore Facility), unless the interest rate margins with respect to the existing Onshore Revolving Facility are increased by an amount equal to the difference between the All-In Yield with respect to the Incremental Onshore Facility and the corresponding All-In Yield on the existing Onshore Revolving Facility minus 0.50% (it being agreed that any increase in yield to any existing Onshore Revolving Facility required due to the application of an interest rate floor on any Incremental Onshore Facility may be effected in whole or in part at the sole discretion of the Onshore Borrower through an increase in (or implementation of, as applicable) an interest rate floor applicable to the existing Onshore Revolving Facility); and

		(vi) except as otherwise required or permitted in clauses (i) through (v) above, all other terms of such Incremental Onshore Facility, to the extent not consistent with the terms of the existing Onshore Revolving Facility, shall be reasonably satisfactory to the Onshore Bank Administrative Agent (it being understood that to the extent (1) any financial maintenance covenant is added for the benefit of any Incremental Onshore Facility, no consent shall be required from the Onshore Bank Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Onshore Revolving Facility, and (2) that covenants and defaults that are only applicable after the latest maturity date at the time of such Incremental Onshore Facility closing date shall be as agreed between the Onshore Borrower and the lenders providing such Incremental Onshore Facility and need not be reasonably satisfactory to the Onshore Bank Administrative Agent).

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		The Onshore Borrower may in its sole discretion seek commitments in respect of the Incremental Onshore Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders (in the case of such additional banks, financial institutions and other institutional lenders, subject to the consent of Onshore Bank Administrative Agent, and each Issuing Bank (in each case, not to be unreasonably withheld or delayed) if such consent is required under “Assignments and Participations”) who will become Lenders in connection therewith. No Lender shall be under any obligation to provide any portion of any requested Incremental Onshore Facilities.

Purpose:		The letters of credit and the proceeds of loans under the Onshore Revolving Facility will be used by the Onshore Borrower solely for working capital and general corporate purposes in accordance with applicable laws.

Availability:		Loans under the Onshore Revolving Facility will be made available on the Closing Date for working capital needs and other general corporate purposes (and, to the extent permitted by applicable laws, to pay fees, expenses and other amount associated with implementing the Onshore Revolver Facility) and to replace, backstop or cash collateralize existing letters of credit, guarantees and performance and similar bonds. The Lenders may transfer loan proceeds: (i) through the Onshore Borrower’s account to the transaction counterparty pursuant to the loan purpose under the Onshore Revolving Facility Documentation (“*Entrusted Payment*”); or (ii) to the Onshore Borrower’s account for its self-use; provided that the Borrower shall provide quarterly loan utilization reports together with supporting documents (if any) to prove that the loan proceeds have been used pursuant to the Onshore Revolving Facility Documentation. For the avoidance of doubt, the disbursements in excess of RMB 10,000,000 shall be made by Entrusted Payment.

		Letters of credit may be issued on the Closing Date to backstop or replace letters of credit, guarantees and performance and similar bonds outstanding on the Closing Date (including by “grandfathering” such existing letters of credit in the Onshore Revolving Facility) or for other general corporate purposes.

		Loans under the Onshore Revolving Facility will be available at any time prior to the final maturity of the Onshore Revolving Facility, in minimum principal amounts to be agreed. Amounts repaid under the Onshore Revolving Facility may be reborrowed.

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Interest Rates and Fees:		As set forth on Annex I hereto.

Default Rate:		Subject to applicable PRC laws and regulations, for any other payment default in relation to the Onshore Revolving Facility (including but not limited to any failure to pay upon acceleration of the Onshore Revolving Facility), 130% of the applicable interest rate; for misapplication or misappropriation of the any principal payable under or in respect of the Onshore Revolving Facility, 150% of the applicable interest rate.

Letters of Credit:		Letters of credit under the Onshore Revolving Facility will be issued by the Onshore Bank Administrative Agent and/or another Lender under the Onshore Revolving Facility reasonably acceptable to the Onshore Borrower and the Onshore Bank Administrative Agent (each, an “*Issuing Bank”); provided* that, for the avoidance of doubt, any letter of credit may take the form of a bank guarantee. Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) unless arrangements reasonably acceptable to the Issuing Bank and the Onshore Bank Administrative Agent have been entered into, the fifth business day prior to the final maturity of the Onshore Revolving Facility; provided that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Onshore Bank Administrative Agent).

		Drawings under any letter of credit shall be reimbursed by the Onshore Borrower within no more than one business day after notice of drawing is delivered. To the extent that the Onshore Borrower does not reimburse the Issuing Bank within one business day, the Lenders under the Onshore Revolving Facility shall be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Facility commitments.

		If any Lender becomes a “Defaulting Lender”, then the letter of credit exposure of such Defaulting Lender will automatically be reallocated among the non-Defaulting Lenders pro rata in accordance with their commitments under the Onshore Revolving Facility up to an amount such that the revolving credit exposure of such non-Defaulting Lender does not exceed its commitments. In the event that such reallocation does not fully cover the letter of credit exposure of such Defaulting Lender, the applicable Issuing Bank may require the Onshore Borrower to cash collateralize such “uncovered” exposure in respect of each outstanding letter of

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		credit and will have no obligation to issue new letters of credit, or to extend, renew or amend existing letters of credit to the extent letter of credit exposure would exceed the commitments of the non-Defaulting Lenders, unless such “uncovered” exposure is cash collateralized to the Issuing Bank’s reasonable satisfaction.

Final Maturity:		The Onshore Revolving Facility will mature on the date that is five years after the Closing Date; provided that the Onshore Revolving Facility Documentation shall provide the right for the Onshore Borrower, subject to terms and conditions consistent with the Offshore Revolving Facility Documentation, to extend commitments and/or outstandings of each Onshore Revolving Lender pursuant to one or more tranches with only the consent of the respective extending Lenders (it being understood that each Onshore Revolving Lender under the tranche that is being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Onshore Revolving Lender under such tranche).

Onshore Guarantees:		All obligations of the Onshore Borrower (the “*Onshore Borrower Obligations”) under the Onshore Revolving Facility will be unconditionally guaranteed jointly and severally on a senior secured basis (the “Onshore Guarantees”) by certain wholly owned material subsidiaries of the Company organized or established in the PRC other than Excluded Onshore Subsidiaries and subject to compliance with applicable laws, rules and regulations, (the “Onshore Guarantors*”) within a reasonable period of time after the Closing Date to be agreed with the Commitment Parties.

		“*Excluded Onshore Subsidiaries*” shall include (a) any direct or indirect subsidiary established or organized outside the PRC, (b) any direct or indirect subsidiary that is prohibited or restricted by applicable law, rule or regulation whether on the Closing Date or thereafter or by contract in effect on the Closing Date or the date of the acquisition of any subsidiary (with respect to subsidiaries acquired after the Closing Date) from guaranteeing indebtedness of the Onshore Borrower, (c) unrestricted subsidiaries, (d) captive insurance companies, (e) not-for-profit subsidiaries, (f) special purpose entities, (g) immaterial subsidiaries (defined in a manner to be agreed), (h) any direct or indirect subsidiary the guarantee by which would result in material adverse tax consequences as reasonably determined by the Onshore Borrower in consultation with the Onshore Bank Administrative Agent, (i) any direct or indirect subsidiary to the extent that the burden or cost of obtaining a guaranty from such subsidiary outweighs the benefit afforded thereby

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		as reasonably determined by the Onshore Bank Administrative Agent (in consultation with the Onshore Borrower) and (j) other customary excluded subsidiaries consistent with the Documentation Principles.

Security:		The Onshore Borrower Obligations will be secured by, subject to permitted liens, a first ranking interest in certain assets of the Onshore Borrower and each Onshore Guarantor to be agreed with the Commitment Parties prior to the Closing Date (collectively, the “*Collateral*”), including but not limited to a perfected pledge of all of the capital stock of the Onshore Borrower and such other collateral as is customary for facilities of this size and transactions of this nature. The Onshore Borrower and the Onshore Guarantors shall covenant to make the relevant PRC applications for registrations and approvals of security interests in the Collateral within a reasonable period after the Closing Date to be agreed with the Commitment Parties.

		Notwithstanding the foregoing, the Collateral shall not include: (i) any immaterial fee-owned real property and any leasehold interest (it being understood there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters), (ii) perfection of motor vehicles and other assets subject to certificates of title, (iii) all commercial tort claims below a threshold to be agreed, (iv) any governmental licenses or state or local franchises, charters and authorizations, to the extent the grant of a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby, (v) liens, pledges and security interests prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party, subject to the last sentence of the preceding paragraph), (vi) margin stock and equity interests in any person other than wholly-owned restricted subsidiaries (but excluding immaterial subsidiaries and other Excluded Subsidiaries), (vii) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, (viii) any assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Onshore Borrower in consultation with the Onshore Bank Administrative Agent, (ix) letter of credit rights, (x) cash and cash equivalents, deposit, bank and securities accounts (including securities entitlements and related assets), (xi) any

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		assets requiring perfection through control agreements or perfection by “control”, (xii) any intent-to-use application trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law and (xiii) assets where the cost of obtaining a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Onshore Bank Administrative Agent (in consultation with the Onshore Borrower). In each applicable instance in this paragraph and the preceding paragraph, materiality shall be determined in a manner to be mutually agreed.

		Notwithstanding the foregoing, the requirements of the preceding two paragraphs shall be subject to the Certain Funds Provisions.

Mandatory Prepayments:		None, subject to customary prepayment requirements if borrowings under the Onshore Revolving Facility exceed the commitments thereunder (and any prepayments solely to the extent required to be included by applicable PRC law in credit facilities of this type).

Voluntary Prepayments and Reductions in Commitments:		Voluntary reductions of the unutilized portion of the Onshore Revolving Facility commitments and prepayments of borrowings will be permitted at any time (subject to customary notice requirements), in minimum principal amounts to be agreed, without premium or penalty, subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of borrowings prior to the last day of the relevant interest period.

Onshore Revolving Facility Documentation:		The Facility Documentation for the Onshore Revolving Facility (the “*Onshore Revolving Facility Documentation*”) shall be negotiated in good faith to finalize the Onshore Revolving Facility Documentation as promptly as practicable following the execution of the Commitment Letter, giving effect to the Certain Funds Provision and shall be based on the Offshore Revolving Facility Documentation, and shall contain only those payments, conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in this Exhibit E, in each case, applicable to the Onshore Borrower and its restricted subsidiaries and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the Documentation Principles as applied to recent transactions of this kind with

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		leveraged affiliates of the Sponsor (collectively, the “*Documentation Principles*”). Counsel to the Sponsor shall prepare the initial drafts of the Onshore Revolving Facility Documentation consistent with the Documentation Principles.

Representations and Warranties:		To the extent applicable to the Onshore Revolving Facility, the Onshore Revolving Facility Documentation will contain representations and warranties as are substantially similar to those for the Offshore Revolving Facility with respect to the Onshore Borrower and the Onshore Guarantors only, with modifications customary for financings of this type and to the extent necessary to reflect the differences in the documentation (and any representations and warranties for the benefit of the Lenders solely to the extent required to be included by applicable PRC law in credit facilities of this type).

Conditions Precedent to Initial Borrowing:		Subject to the Certain Funds Provision, the initial borrowings under the Onshore Revolving Facility on the Closing Date will be subject only to the Funding Conditions.

Conditions Precedent to Borrowings after the Closing Date:		Delivery of notice, accuracy of representations and warranties in all material respects and absence of defaults.

Covenants:		To the extent applicable to the Onshore Revolving Facility with respect to the Onshore Borrower and the Onshore Guarantors only, the Onshore Revolving Facility Documentation will contain such affirmative covenants substantially similar to (with such additional affirmative covenants solely to the extent required pursuant to applicable PRC law in credit facilities of this type, but otherwise no more restrictive and burdensome than) those for the Offshore Revolving Facility to the extent applicable and with modifications to reflect the differences in the facilities, and the Onshore Revolving Facility Documentation will contain such incurrence-based negative covenants as are substantially similar to those for the Senior Secured Notes or, if no Senior Secured Notes have been issued on or prior to the Closing Date, the Senior Secured Exchange Notes, to the extent applicable to the Onshore Revolving Facility and with modifications customary for loan financings of this type to the extent necessary to reflect the differences in the documentation, which shall not restrict (a) any acquisitions, disposals, indebtedness, loans or other similar transactions among any restricted subsidiaries of the Company that are established or organized in the PRC, regardless of whether or not an Onshore Borrower or Onshore Guarantor, and (b) so long as no Event of Default shall be continuing, restrict

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		dividends and other payments to any direct or indirect parent companies made in accordance with applicable laws.

Financial Covenant:		The Onshore Revolving Facility will contain the same Financial Covenant as the Offshore Revolving Facility (to be calculated with respect to the Offshore Borrower), but in determining whether such Financial Covenant will be tested, to be determined by reference to borrowings outstanding under the Onshore Revolving Facility and with an equivalent ability to make Specified Equity Contributions and subject to equivalent “stand-still” provisions.

Unrestricted Subsidiaries:		Unrestricted subsidiaries established or organized in the PRC will not be subject to the representations and warranties, affirmative or negative covenants or event of default provisions of the Onshore Revolving Facility Documentation and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Onshore Revolving Facility Documentation. On the Closing Date, the Onshore Borrower will be permitted to designate certain subsidiaries as unrestricted subsidiaries under the Onshore Revolving Facility Documentation as the Onshore Borrower and the Lead Arrangers shall reasonably agree and, subject to such agreement, the Onshore Revolving Facility Documentation shall permit arrangements in effect on the Closing Date between any of the unrestricted subsidiaries and the Onshore Borrower and the restricted subsidiaries.

Events of Default:		The Onshore Revolving Facility Documentation will contain such events of default with respect to the Onshore Borrower and the Onshore Guarantors only, substantially similar to those for the Offshore Revolving Facility, to the extent applicable to the Onshore Revolving Facility and with modifications customary for loan financings of this type to the extent necessary to reflect the differences in the facilities (including the occurrence of a change of control (to be tested with respect to the Offshore Borrower and to be as defined in the indenture for the Senior Secured Notes or, if no Senior Secured Notes have been issued on or prior to the Closing Date, the Senior Secured Exchange Notes, in each case, in a manner consistent with the Documentation Principles)).

Voting:		Amendments and waivers of the Onshore Revolving Facility Documentation will require the approval of Lenders holding more than 50% of the aggregate principal amount of the loans and commitments under the Onshore Revolving Facility (the “*Required Onshore Bank Lenders*”), except that the consent of each Lender directly adversely affected thereby shall be required with respect to (a) increases in the commitment of such Lender, (b) reductions of principal,

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		interest or fees, (c) extensions of final maturity or the due date of any interest or fee payment, (d) releases of all or substantially all Onshore Guarantors or all or substantially all of the Collateral, and (e) changes in voting percentages. Defaulting Lenders will be subject to the suspension of certain voting rights. Notwithstanding the foregoing, (i) amendments and waivers of the Financial Covenant (or any of financial definitions included in (and for purposes of) the Financial Covenant) will require only the consent of the Required Onshore Bank Lenders and no other consents or approvals shall be required, and (ii) amendments and waivers of the Onshore Revolving Facility Documentation that affect solely the Lenders under the Onshore Revolving Facility (including waiver or modification of conditions to extensions of credit under the Onshore Revolving Facility, the availability and conditions to funding of any Incremental Onshore Facility (but not the conditions for implementing any Incremental Onshore Facility as noted above) and other modifications), will require only the consent of Lenders holding more than 50% of the aggregate commitments or loans, as applicable, under the Onshore Revolving Facility) and no other consents or approvals shall be required.

		The Onshore Revolving Facility Documentation will permit amendments thereof without the approval or consent of the Lenders to effect a permitted “repricing transaction” (i.e., a transaction in which any tranche of Onshore Revolving Loans is refinanced with a replacement tranche of Onshore Revolving Loans, or is modified with the effect of, bearing a lower rate of interest) other than any Lender holding Onshore Revolving Loans subject to such “repricing transaction” that will continue as a Lender in respect of the repriced tranche of Onshore Revolving Loans or modified Onshore Revolving Loans.

		For the avoidance of doubt, non-pro rata distributions and commitment reductions will be permitted in connection with (1) “amend and extend” transactions or (2) the addition of one or more tranches of debt, and modifications to provisions relating to pro rata sharing of payments among the Lenders that result in the Lenders participating in such transactions receiving less than (but not more than) their pro rata share of distributions and/or commitment reductions shall only require approval of such participating Lenders in connection with such “amend and extend” transactions or the addition of one or more tranches of debt and approval of the Required Onshore Bank Lenders shall not be required unless any such transaction or addition otherwise requires the approval of the Required Onshore Bank Lenders.

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Cost and Yield Protection:		The Onshore Revolving Facility Documentation shall contain customary provisions (a) protecting the Lenders against increased costs or loss of yield resulting from changes in reserve, capital adequacy and other requirements of law and from the imposition of or changes in certain withholding or other taxes and (b) indemnifying the Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of borrowings on a day other than the last day of an interest period with respect thereto, and any Treasury regulations or other published administrative guidance promulgated thereunder.

Assignments and Participations:		The Lenders will be permitted to assign (other than to any Disqualified Lender (a list of which will be maintained by the Onshore Bank Administrative Agent and posted to all Lenders subject to each Lender’s agreement prior to accessing such posting that such list is confidential and may not be disclosed or shared with anyone)) loans and commitments under the Onshore Revolving Facility with the consent of the Onshore Borrower (not to be unreasonably withheld) and the Issuing Bank; provided that no consent of the Onshore Borrower shall be required (A) if such assignment is made to another Lender that is a Lender under the Onshore Revolving Facility, or (B) after the occurrence and during the continuance of a payment or bankruptcy (with respect to the Onshore Borrower) Event of Default. All assignments will require the consent of the Onshore Bank Administrative Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of RMB in an amount equivalent to $5,000,000 or, if less, all of such Lender’s remaining loans and commitments. Assignments will be by novation. An assignment fee in an amount of RMB equivalent to $3,500 shall be paid by the respective assignor or assignee to the Onshore Bank Administrative Agent.

		The Lenders will be permitted to sell participations (other than to any Disqualified Lender (a list of which will be maintained by the Onshore Bank Administrative Agent and posted to all Lenders subject to each Lender’s agreement prior to accessing such posting that such list is confidential and may not be disclosed or shared with anyone)) in loans and commitments without consent being required, subject to customary limitations. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments participated to such participants, (b) reductions of principal, interest or fees, (c) extensions of final maturity or the due date of any amortization, interest or fee payment, (d) releases of the guarantees of all or substantially all Onshore Guarantors or all or substantially all of the Collateral, and (e) changes in voting thresholds.

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		The Onshore Revolving Facility Documentation will contain customary provisions allowing the Onshore Borrower to replace a Lender or terminate the commitment of a Lender and prepay that Lender’s outstanding Loans in full in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly adversely affected thereby (so long as the Required Onshore Bank Lenders have approved the amendment or waiver), increased costs, taxes, etc. and Defaulting Lenders.

Expenses and Indemnification:		The Onshore Borrower shall pay (a) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Onshore Bank Administrative Agent and the Lead Arrangers incurred on or after the Closing Date (within 30 days of a written request therefor, together with backup documentation supporting such reimbursement request) associated with the syndication of the Onshore Revolving Facility and the preparation, execution, delivery and administration of the Onshore Revolving Facility Documentation and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Onshore Bank Administrative Agent and the Lead Arrangers taken as a whole) and (b) if the Closing Date occurs, all reasonable and documented out-of-pocket expenses of the Onshore Bank Administrative Agent within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Onshore Bank Administrative Agent and the Lenders taken a whole) in connection with the enforcement of the Onshore Revolving Facility Documentation or protection of rights thereunder.

		From and after the Closing Date, the Onshore Bank Administrative Agent, the Lead Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, partners, agents, advisors and other representatives) (each, an “*indemnified person*”) will be indemnified for and held harmless against, any losses, claims, damages, liabilities or expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the indemnified persons taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to the affected indemnified persons taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction) incurred in respect of the Onshore Revolving Facility or the use or the proposed use of proceeds thereof, except to the extent they arise from the

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		gross negligence, bad faith or willful misconduct of, or material breach of the Onshore Revolving Facility Documentation by, the relevant indemnified person or any of its affiliates or their respective officers, directors, employees, partners, agents, advisors or other representatives as determined by a final, non-appealable judgment of a court of competent jurisdiction or any dispute solely among the indemnified persons (other than claims against a Lead Arranger in its capacity or in fulfilling its role as the Onshore Bank Administrative Agent or arranger or any similar role under the Onshore Revolving Facility and other than any claims arising out of any act or omission of the Onshore Borrower, the Sponsor, or any of their affiliates), provided that the Onshore Borrower shall not be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages required to be indemnified pursuant to the indemnification provisions).

Governing Law and Forum:		PRC.

Counsel to the Commitment Parties and Lead Arrangers:		Latham & Watkins LLP

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CONFIDENTIAL

ANNEX I TO EXHIBIT E

Interest Rates:		The interest rates under the Onshore Revolving Facility will be the percentage rate per annum equal to 120% of the PBOC Rate in effect from time to time.

		From and after the delivery by the Onshore Borrower to the Onshore Bank Administrative Agent of the Onshore Borrower’s financial statements for the period ending at least one full fiscal quarter following the Closing Date, interest rates under the Onshore Revolving Facility shall be subject to one 25 basis points reduction on a pricing grid to be determined based upon the Consolidated First Lien Net Leverage Ratio set forth in the applicable officer’s certificate and shall be as agreed upon between the Onshore Borrower and the Onshore Bank Administrative Agent.

		The Onshore Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed by all relevant Lenders, 12 months or a shorter period).

		Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days and interest shall be payable at the end of each interest period.

		PBOC Rate is the base interest rate applicable to RMB denominated loans published by the People’s Bank of China on the rate fixing day for the period of 6 months.

Letter of Credit Fee:		A per annum fee equal to the spread over PBOC Rate under the Onshore Revolving Facility will accrue on the aggregate face amount of outstanding letters of credit under the Onshore Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the Onshore Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the Lenders participating in the Onshore Revolving Facility pro rata in accordance with the amount of each such Lender’s Revolving Facility commitment. In addition, the Onshore Borrower shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to 0.125% of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon the termination of the Onshore Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

Commitment Fees:		0.50% per annum on the average daily undrawn portion of the commitments in respect of the Onshore Revolving Facility, payable quarterly in arrears after the Closing Date and upon the termination of the commitments, calculated based on the number of days elapsed in a 360-day year and from and after the delivery by the Onshore Borrower to the

I-E-1

Onshore Bank Administrative Agent of the Onshore Borrower’s financial statements for the period ending at least one full fiscal quarter following the Closing Date.

I-E-2

CONFIDENTIAL

EXHIBIT F

Project Galaxy

Senior Secured Offshore Revolving Credit Facility
Senior Secured Increasing Rate Bridge Facility

Senior Secured Cash Bridge Facility

Senior Secured Onshore Revolving Credit Facility
Additional Conditions Precedent(8)

Except as otherwise set forth below, the initial borrowing under each of the Facilities shall be subject to the following additional conditions precedent, which be subject to the Certain Funds Provision and the Documentation Principles in all respects:

1. The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any of the Facilities in accordance with the terms of the Merger Agreement. The Merger Agreement shall not have been amended or waived in any material respect by Merger Sub in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed); provided that (a) any reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders to the extent that such reduction is applied (i) first, to reduce the Equity Contribution on a dollar-for-dollar basis until the aggregate amount of the Equity Contribution is not less than 40% of the Acquisition Capitalization (as defined in Exhibit A), and (ii) thereafter, 40% to reduce the Equity Contribution and 60% to reduce the amount of commitments in respect of the Senior Secured Bridge Facility (provided, that in no event shall the aggregate commitments in respect of the Senior Secured Bridge Facility be reduced to less than $250 million and any proposed reduction of commitments in respect of the Senior Secured Bridge Facility in excess of $25 million shall instead be applied to reduce commitments in respect of the Cash Bridge Facility) and (b) any increase in purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders. The Specified Merger Agreement Representations shall be true and correct to the extent required to be true and correct as a condition to Newco’s and Merger Sub’s obligation to consummate the Acquisition in accordance with the Merger Agreement. Except (a) as set forth in the corresponding section of the disclosure schedule dated as of the date of the Merger Agreement and delivered by the Company to Parent, Newco and Merger Sub simultaneously with the signing of the Merger Agreement (“Company Disclosure Schedule”) (it being agreed that disclosure of any item in any section of the Company Disclosure Schedule shall be deemed disclosure with respect to any other section of the Merger Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure, without independent inquiry), or (b) as disclosed in the Company SEC Reports (as defined in the Merger Agreement) filed or furnished after December 31, 2010 and prior to the date of the Merger Agreement (without giving effect to any amendment to any such Company SEC Report filed on or after the date of the Merger Agreement and excluding any risk factor disclosures contained under the heading “Risk Factors” or any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, predictive or forward-looking in nature), since December 31, 2012, there has not been any change in the financial condition, business or results of operations of the Company and its subsidiaries or any circumstance, occurrence or development which has had a Company Material Adverse Effect (as defined in the Merger Agreement, as in effect on the signing date thereof and, for purposes of this Commitment Letter, without giving effect to any actions taken or failure to take action, which are to be excluded from Company Material Adverse Effect pursuant to clause (H) of the definition thereof with the approval, consent or

(8) All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Exhibit is attached, including the other Exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit shall be determined by reference to the context in which it is used.

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request in writing of the Parent or any of its Affiliates (as defined in the Merger Agreement) (unless the Lead Arrangers shall have consented to such approval, consent or request by the Parent or any of its Affiliates). Since the date of the Merger Agreement there shall not have occurred and be continuing any Company Material Adverse Effect.

2. The Equity Contribution shall have been consummated, or on the Closing Date substantially concurrently with the initial borrowings under the Facilities, if any, shall be consummated, in at least the amount set forth in paragraph (b) of Exhibit A (as such amount may be modified pursuant to condition paragraph 1 above).

3. The Commitment Parties shall have received (a) balance sheets and related statements of income, stockholders’ equity and cash flows of the Company (which was formed from the merger of HiSoft and VanceInfo on November 6, 2012) for the fiscal years ended December 31st of 2010, 2011 and 2012, in each case, presented on a basis consistent with the presentation of the “Unaudited Pro Forma Combined Financial Information” that was included in the F-4 filing (page 163), which shows historical audited financial information for each of HiSoft and VanceInfo, in addition to pro forma adjustments to provide Unaudited Pro Forma Combined financial information, except for the balance sheet for the fiscal year ended December 31, 2012, which will be presented on an audited consolidated basis; provided, that solely if the Closing Date occurs on or after to May 1, 2014, (i) the foregoing financial statements shall not be required for the fiscal year ended December 31, 2010, and (ii) the foregoing financial statements for the fiscal year ended December 31, 2013, presented on an audited consolidated basis, shall instead be required; and (b) for each subsequent fiscal quarter after the most recent fiscal year for which annual financial statements have been delivered (other than the fourth fiscal quarter of any fiscal year) ended at least 50 days prior to the Closing Date, balance sheets and related statements of income and cash flows of the Company, presented on an unaudited consolidated basis.

4. The Commitment Parties shall have received a pro forma balance sheet and related pro forma statement of income of the Company as of and for the twelve month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 50 days (or 120 days in case such four-fiscal quarter period is the end of the Company’s fiscal year) prior to the Closing Date, prepared in good faith after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income), which shall be on a combined and/or consolidated basis consistent with the historical financial statements used in such pro forma financial statements.

5. The Commitment Parties shall have received the following (the “Closing Deliverables”): (a) customary legal opinions, (b) customary evidence of authority, (c) customary officer’s certificates, (d) good standing certificates (to the extent applicable) in the respective jurisdictions of organization of the Borrower and Guarantors, (e) customary notices of borrowings and (f) a solvency certificate, substantially in the form set forth in Annex I attached to this Exhibit F from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower.

6. To the extent required by the Offshore Revolving Facility Documentation, the Senior Secured Bridge Loan Documents and the Cash Bridge Loan Documents, all documents and instruments required to perfect the applicable Administrative Agent’s respective security interests in the applicable Collateral shall have been executed and delivered and, if applicable, be in proper form for filing.

7. As a condition to the availability of the Senior Secured Bridge Facility (a) the Borrower shall have provided the Commitment Parties with (i) a customary preliminary offering memorandum containing all customary information (other than a “description of notes” and information

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customarily provided by the Commitment Parties or its counsel), including financial statements, pro forma financial statements, business and other financial data of the type and form that are customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act (including information required by Regulation S-X and Regulation S-K under the Securities Act, which is understood not to include consolidating and other financial statements and data that would be required by Sections 3-10 and 3-16 of Regulation S-X and Item 402 of Regulation S-K and information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A and other customary exceptions) and (ii) all other data that would be necessary for the Lead Arrangers to receive customary “comfort” letters from the independent accountants of the Company in connection with the offering of the Senior Secured Notes (and the Borrower shall have made all commercially reasonable efforts to provide the Lead Arrangers with drafts of such “comfort” letters (which shall provide customary “negative assurance” comfort), which such accountants are prepared to issue upon completion of customary procedures) and (b) the Commitment Parties shall have been afforded a period (the “Notes Marketing Period”) of at least 15 consecutive Business Days (as defined in the Merger Agreement, as in effect on the signing date thereof) ending on the Business Day immediately prior to the Closing Date (provided that (x) November 29, 2013 shall not be considered a Business Day for the purposes of the Notes Marketing Period and (y) if the Notes Marketing Period has not been completed on or prior to December 20, 2013, the Notes Marketing Period shall commence no earlier than January 6, 2014) upon receipt of the information described in clause (a)(i) to seek to place the Senior Secured Notes with qualified purchasers thereof. If Newco shall in good faith reasonably believe that the Borrower has delivered the preliminary offering memorandum together with the information and data required to be delivered pursuant clause (a)(i) of this Paragraph 7, Newco may deliver to the Lead Arrangers written notice to that effect (stating when it believes it completed any such delivery), in which case the Borrower shall be deemed to have satisfied its requirements under clause (a)(i) of this Paragraph 7 on the date specified in such notice and the Notes Marketing Period shall be deemed to have commenced on the date specified in such notice, in each case unless the Lead Arrangers in good faith reasonably believes that the Borrower has not delivered the preliminary offering memorandum together with the information and data required to be delivered pursuant clause (a)(i) of this Paragraph 7 and, within three Business Days after their receipt of such notice from Newco, the Lead Arrangers delivers a written notice to Newco to that effect (stating with specificity which information is required to satisfy the Borrower’s requirements under clause (a)(i) of this Paragraph 7 for purposes of compliance with this condition only).

8. The Administrative Agents shall have received at least 3 days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested by the Administrative Agents in writing at least 15 days prior to the Closing Date.

9. Payment of all fees and expenses due to the Commitment Parties (in the case of expenses), to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), required to be paid on the Closing Date from the proceeds of the initial fundings under the Facilities.

10. The Specified Representations shall be true and correct in all material respects; provided that to the extent that any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, after giving effect to any such qualification, any such representation shall be true and correct in all respects.

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ANNEX I TO EXHIBIT F

FORM OF SOLVENCY CERTIFICATE

SOLVENCY CERTIFICATE
of
[GALAXY]
AND ITS SUBSIDIARIES

Pursuant to the [Offshore Revolving Facility/Secured Bridge Facility Agreement/Cash Bridge Facility], the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] [specify other officer with equivalent duties] of the Borrower, and not individually, as follows:

As of the date hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the [Offshore Revolving Facility/Secured Bridge Facility Agreement/Cash Bridge Facility] on the date hereof, and after giving effect to the application of the proceeds of such Loans:

a. The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;

b. The present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

c. The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and

d. The Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

For purposes of this Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the [Offshore Revolving Facility/Secured Bridge Facility Agreement/Cash Bridge Facility].

The undersigned is familiar with the business and financial position of the Borrower and its Subsidiaries. In reaching the conclusions set forth in this Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Borrower and its Subsidiaries after consummation of the transactions contemplated by the Commitment Letter.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate in such undersigned’s capacity as [chief financial officer] [specify other officer with equivalent duties] of the Borrower, on behalf of the Borrower, and not individually, as of the date first stated above.

	[GALAXY]

	By
		Name:
		Title:

EX-7.20 8 a13-22485_1ex7d20.htm EX-7.20

Exhibit 7.20

Execution Version

LIMITED GUARANTEE

This LIMITED GUARANTEE is dated as of October 17, 2013 (this “Guarantee”), and is given by Blackstone Capital Partners (Cayman II) VI L.P. (the “Guarantor”), in favor of Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).

1. LIMITED GUARANTEE. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of October 17, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) between the Guaranteed Party, BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”), and BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and subject to the conditions set forth herein, the due and punctual payment when due of the payment obligations of Parent to the Guaranteed Party with respect to (i) the Parent Termination Fee, pursuant to Section 9.03(c) of the Merger Agreement; (ii) all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with any cooperation with respect to financing, pursuant to Section 7.16(e) of the Merger Agreement; (iii) reasonably documented costs and expenses in connection with any Action, pursuant to Section 9.03(e) of the Merger Agreement; and (iv) reasonably documented out-of-pocket fees and expenses incurred by the Company and its Affiliates in connection with the Transaction (as defined under the Merger Agreement), pursuant to Section 9.03(f) of the Merger Agreement, in each case, as and when due (collectively, the “Obligations”). In no event shall the Guarantor’s aggregate liability under this Guarantee exceed an amount equal to the Obligations (the “Cap”). The Guarantor and the Guaranteed Party agree that this Guarantee may not be enforced against the Guarantor without giving effect to the Cap. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party under, in respect of, or in connection with this Guarantee or the Merger Agreement or otherwise any amounts other than as expressly set forth herein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.

2. NATURE OF GUARANTEE. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent, Midco or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder.

If Parent fails to discharge any part of the Obligations when due, then all of the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such part of Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent has failed to perform any of its Obligations, take any and all actions available hereunder

or under applicable Law to collect the Guarantor’s liabilities hereunder in respect of such Obligations subject to the Cap.

In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (subject to the Cap), regardless of whether action is brought against any other person (including Parent, Midco or Merger Sub) or whether such person is joined in any such action or actions.

3. CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent, Midco and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, without in any way impairing or affecting the Guarantor’s obligations under this Guarantee or affecting the validity or enforceability of this Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part (but not any increase of the amount thereof), or otherwise affected by (a) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Midco or Merger Sub; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Agreement or the Equity Commitment Letter made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (c) any change in the corporate existence, structure or ownership of Parent, Midco, Merger Sub or any other person with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Midco, Merger Sub or any other person with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent, Midco, Merger Sub, or the Guaranteed Party or any of their Affiliates, whether in connection with the Obligations or otherwise; or (f) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to any of the Obligations; provided, that, notwithstanding the foregoing, the Guarantor shall be released and discharged from all obligations hereunder to the extent that the Obligation is satisfied by Parent or any other person. To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than required notices to Parent in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Midco or Merger Sub, or any other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Affiliates or any other defenses to the payment of the Obligations

that are available to Parent under the Merger Agreement). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Non-Recourse Party (as defined in Section 8 herein), except for its rights to recover (i) from Parent under and to the extent expressly provided in the Merger Agreement; (ii) from Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Guarantee and subject to the Cap and other limitations described herein; and (iii) from Sponsor and its successors and assigns under the Equity Commitment Letter pursuant to the terms and conditions thereof. The Guarantor hereby covenants and agrees that it shall not assert, directly or indirectly, and shall cause its Affiliates not to assert, any proceeding that this Guarantee is illegal, invalid or unenforceable in accordance with its terms.

The Guarantor hereby unconditionally waives any rights that it may now have or hereafter acquire against Parent, Midco, Merger Sub or any other Person that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Midco, Merger Sub or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent, Midco, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations shall have been previously paid in full (subject to the Cap) in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid promptly or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations, or at the Guaranteed Party’s option, to be held as collateral for any Obligations. Notwithstanding anything to the contrary contained in this Guarantee, the Guaranteed Party hereby agrees that (i) to the extent Parent, Midco or Merger Sub is relieved of all or any portion of the Obligation by the satisfaction thereof or pursuant to any agreement with the Guaranteed Party (any amount so relieved, the “Reduction Amount”), the Guarantor shall be similarly relieved of its obligations under this Guarantee and the Cap shall be reduced by an amount equal to the Reduction Amount; and (ii) the Guarantor shall have all defenses to the payment of the Obligations under this Guarantee (which in any event shall be subject to the Cap) that would be available to Parent, Midco and/or Merger Sub under the Merger Agreement with respect to the Obligations, as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or breach by the Guaranteed Party of any of the terms or provisions hereof.

4. REPRESENTATIONS AND WARRANTIES.

(a) The Guarantor hereby represents and warrants that:

i. the execution, delivery and performance of this Guarantee have been duly and validly authorized by all necessary action, and do not contravene any provision of the Guarantor’s charter, partnership agreement, operating agreement or similar organizational documents or any Law, decree, order, judgment or contractual restriction binding on the Guarantor or its assets;

ii. except as is not, individually or in the aggregate, reasonably likely to impair or delay such Guarantor’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Guarantee;

iii. assuming due execution and delivery of this Guarantee and the Merger Agreement by all parties thereto, this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and

iv. the Guarantor has the financial capacity to pay and perform its obligations under this Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Guarantee shall be available to the Guarantor for so long as this Guarantee shall remain in effect in accordance with Section 7 hereof.

(b) The Guaranteed Party hereby represents and warrants that:

i. the execution, delivery and performance of this Guarantee have been duly and validly authorized by all necessary action, and do not contravene any provision of the Guaranteed Party’s memorandum and articles of association or similar organizational documents or any Law, decree, order, judgment or contractual restriction binding on the Guaranteed Party or its assets;

ii. except as is not, individually or in the aggregate, reasonably likely to impair or delay such Guaranteed Party’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Guarantee by the

Guaranteed Party have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Guarantee; and

iii. assuming due execution and delivery of this Guarantee and the Merger Agreement by all parties thereto, this Guarantee constitutes a legal, valid and binding obligation of the Guaranteed Party enforceable against the Guaranteed Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

5. NO ASSIGNMENT. This Guarantee may not be assigned by any party (by operation of Law or otherwise) without the prior written consent of the other party; provided, however, that (a) the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to one or more of its Affiliates or to one or more private equity funds sponsored or managed by its Affiliates, and (b) any such assignment or delegation shall relieve the Guarantor of a corresponding portion of its obligations only if such Affiliate or private equity fund (i) certifies to the Guaranteed Party that it is capable of performing all of its obligations hereunder and (ii) agrees in writing to be bound by all the terms and conditions of this Guarantee; provided, further, that (x) the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to any other Person (other than as described in clause (a) above) to which it has allocated all or a portion of its investment commitment to Parent, and (y) no such assignment or delegation shall relieve such Guarantor of its obligations hereunder as a primary obligor. Any attempted assignment in violation of this section shall be null and void.

6. NOTICES. All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Merger Agreement (and shall be deemed given as specified therein; provided, that facsimile shall not be permitted for purposes of notice to the Guarantor), as follows:

if to the Guarantor:

Blackstone Capital Partners (Cayman II) VI L.P.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154, the United States

Attention: John G. Finley

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

Ropes & Gray

41st Floor, One Exchange Square

8 Connaught Place

Central, Hong Kong

Attention: James Lidbury and Gary Li

Facsimile: +852 3664 6588

Email: james.lidbury@ropesgray.com and gary.li@ropesgray.com

If to the Guaranteed Party, as provided in the Merger Agreement.

7. CONTINUING GUARANTEE.

(a) This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all of the Obligations payable under the Guarantee have been paid in full, subject to the Cap. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent, Midco and Merger Sub would not be obligated to make any payments of the Obligations, (iii) 90 days after the date of termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would be obligated to make any payments of Obligations (unless the Guaranteed Party has made a claim under this Guarantee prior to such date, in which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the Guaranteed Party and the Guarantor (or its permitted assignee) or a final, non-appealable judgment of a Governmental Authority of competent jurisdiction), (iv) the first anniversary after the date hereof (unless the Guaranteed party has made a claim under this Guarantee prior to such date, in which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the Guaranteed Party and the Guarantor (or its permitted assignee) or a final, non-appealable judgment of a Governmental Authority of competent jurisdiction) and (v) the date the Obligations payable under this Guarantee have been paid in full; provided, that, with respect to the foregoing clauses (iii) and (iv), any applicable claim shall set forth in reasonable detail the basis for such claim.

(b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or their respective successors and assigns asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or that any other provisions of this Guarantee are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against the Guarantor or any Affiliates of the Guarantor or any other Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than claims against the Guarantor under this Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and shall thereupon be null and void, (ii) if the Guarantor has previously made any payments under this Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (iii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way with

respect to the Merger Agreement, the Equity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Guarantee.

8. NO RECOURSE. Notwithstanding anything that may be expressed or implied in this Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Guarantee, the Guaranteed Party covenants, agrees and acknowledges that no Person other than the Guarantor and the Guaranteed Party has any rights or obligations hereunder and that, notwithstanding that the Guarantor or its general partner may be a partnership or limited liability company, the Guaranteed Party has no right of recovery under this Guarantee against, or any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 5), members, managers or general or limited partners of any of the Guarantor, Parent, Midco, Merger Sub or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisors, representatives, Affiliate (other than any assignee under Section 5) or agent of any of the foregoing (each a “Non-Recourse Party”), through Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Non-Recourse Party (including a claim to enforce the Equity Commitment Letter against such Non-Recourse Party), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. The Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery that the Guaranteed Party has in respect of the Merger Agreement or the transactions contemplated thereby are its rights to recover (i) from Parent under and to the extent expressly provided in the Merger Agreement; (ii) from Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Guarantee and subject to the Cap and the other limitations described herein; and (iii) from Sponsor and its successors and assigns under the Equity Commitment Letter, pursuant to the terms and conditions thereof; provided, however, that in the event the Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net current assets plus uncalled capital is less than the Cap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent has no assets other than the Equity Commitment Letter and certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Recourse against the Guarantor under and pursuant to the terms of this Guarantee shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including by piercing of the corporate veil or by a claim by or on behalf of Parent, Midco or Merger Sub. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its

Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated thereby, against the Guarantor or any Non-Recourse Party except for claims brought against the Guarantor under this Guarantee. Nothing set forth in this Guarantee shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person including Guarantor and the Non-Recourse Parties, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Midco, Merger Sub or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letter or this Guarantee shall be Non-Recourse Parties.

9. GOVERNING LAW: JURISDICTION. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. All actions and proceedings arising out of or relating to this Guarantee shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any Action arising out of or relating to this Guarantee brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, 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 the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Guarantee or the Transactions may not be enforced in or by any of the above-named courts.

10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.

11. COUNTERPARTS. This Guarantee may be executed in any number of counterparts (including by facsimile transmission or pdf), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

12. NO THIRD PARTY BENEFICIARIES. Except as provided in Section 8 for the benefit of Non-Recourse Parties, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto and its successors and permitted assigns, in accordance with and subject to the terms of this Guarantee, and this Guarantee is not intended to, and does not, confer upon any Person

other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder, including, the right to rely upon the representations and warranties set forth herein. For the avoidance of doubt, each Non-Recourse Party is an express third party beneficiary hereof and may rely on and enforce the provisions of Section 8 hereof.

13. CONFIDENTIALITY. This Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Merger. This Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Guarantor and the Guaranteed Party; provided, that no such written consent shall be required (and the Guarantor, the Guaranteed Party and their Affiliates shall be free to release such information) for disclosures to such Person’s respective Representatives; and provided, further, that no such written consent is required for any disclosure of this Guarantee, including the existence and terms of this Guarantee, to the extent required by applicable Law, the applicable rules of any national securities exchange or in connection with any SEC filing relating to the Merger. The Guarantor may disclose it to any Non-Recourse Party who needs to know of the existence of this Guarantee and is subject to the confidentiality obligations set forth herein. The Guaranteed Party will permit the Guarantor to have a reasonable opportunity to comment on any such required disclosure.

14. MISCELLANEOUS.

(a) This Guarantee, together with the Merger Agreement and the Buyer Group Contracts, contains the entire agreement between the parties and their Affiliates relative to the subject matter hereof and supersedes all prior agreements and undertakings between the parties with respect to the subject matter hereof. No amendment, modification or waiver of any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing. No delay or omission on the part of the Guaranteed Party in exercising any right, power or remedy under this Guarantee will operate as a waiver thereof.

(b) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Guarantee.

(c) All parties acknowledge that each party and its counsel have reviewed this Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Guarantee.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

	BLACKSTONE CAPITAL PARTNERS (CAYMAN II) VI L.P.

	By:	Blackstone Management Associates (Cayman) VI L.P., its
	General Partner

	By:	BCP VI GP L.L.C., its General Partner

	By:	/s/ John G. Finley
		Name: John G. Finley
		Title: Chief Legal Officer

SIGNATURE PAGE TO LIMITED GUARANTEE

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

	GUARANTEED PARTY:

	PACTERA TECHNOLOGY INTERNATIONAL LTD.


	By:	/s/ Ruby Lu
		Name: Ruby Lu
		Title: Chairman of Special Committee

SIGNATURE PAGE TO LIMITED GUARANTEE

EX-7.21 9 a13-22485_1ex7d21.htm EX-7.21

Exhibit 7.21

Execution Version

CONTRIBUTION AGREEMENT

RECITALS

WHEREAS, as of the date hereof, each Rollover Shareholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such ordinary shares, par value $0.00139482 per share, of the Company, including shares represented by American Depositary Shares (the “Shares”) as set forth opposite such Rollover Shareholder’s name on Schedule A (with respect to each Rollover Shareholder, the “Rollover Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Rollover Shareholders each desire to contribute their respective Rollover Shares to Parent in exchange for newly issued shares of Parent, par value $0.01 per share (the “Parent Shares”);

WHEREAS, concurrently herewith, certain other shareholders of the Company (the “Management Rollover Shareholders”) and Parent are entering into another contribution agreement (the “Management Contribution Agreement”), under which Management Rollover Shareholders agree to contribute their respective Shares to Parent in exchange for certain Parent Shares;

WHEREAS, it is intended that various investors including Affiliates of the Sponsor (the “Investors”) will contribute cash to Parent, in exchange for stock of Parent contemporaneously and in connection with the transactions contemplated herein (the “Investment”) and such stock of Parent when combined with the stock of Parent received by the Rollover Shareholders pursuant to the transactions contemplated herein constitute at least 80% equity ownership interest in Parent after such transactions;

WHEREAS, in order to induce Parent, Midco and Merger Sub to enter into the Merger Agreement and induce Management Rollover Shareholders to enter into the Management

Contribution Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Shareholders are entering into this Agreement; and

WHEREAS, the Rollover Shareholders acknowledge that Parent, Midco and Merger Sub are entering into the Merger Agreement and Management Rollover Shareholders are entering into the Management Contribution Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Shareholders set forth in this Agreement.

AGREEMENT

1. Contribution of Rollover Shares by Rollover Shareholders to Parent. Subject to the terms and conditions set forth herein, immediately prior to the Closing and (save as described in Section 4 below) without further action by the Rollover Shareholders, all of each Rollover Shareholder’s right, title and interest in and to the Rollover Shares shall be contributed, assigned, transferred and delivered to Parent.

2. Issuance of Parent Shares. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Parent pursuant to Section 1 of this Agreement, Parent shall issue Parent Shares in the name of each Rollover Shareholder in the amounts set forth opposite such Rollover Shareholder’s name in Schedule A. Each Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to such Rollover Shareholder is equal to (x) the total number of the Rollover Shares contributed by such Rollover Shareholder multiplied by (y) the Merger Consideration under the Merger Agreement, (b) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Parent with respect to the applicable Rollover Shares, and (c) on receipt of such Parent Shares, such Rollover Shareholder shall have no right to any other consideration with respect to the Rollover Shares contributed to Parent by such Rollover Shareholder. All Parent Shares issued by Parent at or around the Contribution Closing shall be issued to the Rollover Shareholders and other equity investors in Parent pro rata in an amount proportionate to the relative total amounts of (i) the value of the Rollover Shares (based on the per Share Merger Consideration) rolled-over by the Rollover Shareholders, (ii) the value of other rollover Shares (based on the per Share Merger Consideration) rolled-over by the Management Rollover Shareholders, and (iii) the amount of cash equity contributed by such other equity investors.

3. Closing. Subject to (i) the satisfaction in full (or waiver) of all of the conditions set forth in Article VIII of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing) and (ii) the concurrent consummation of the transactions contemplated in the Equity Commitment Letter and the Management Contribution Agreement, the closing of the contribution and exchange contemplated hereby (the “Contribution Closing”) shall take place no later than one (1) Business Day prior to the Closing.

4. Deposit of Rollover Shares. No later than three (3) Business Days prior to the Contribution Closing, the Rollover Shareholders and any agent of the Rollover Shareholders shall deliver or cause to be delivered to Parent, for disposition in accordance with the terms hereof, (a) duly executed instruments of transfer of the Rollover Shares to Parent or as Parent may direct in writing, in form reasonably acceptable to Parent, and (b) share certificates, if any, representing the Rollover Shares (the “Rollover Shares Documents”). The Rollover Shares Documents shall be held by Parent or any agent authorized by Parent until the Contribution Closing.

5. Irrevocable Election.

(a) The execution of this Agreement by the Rollover Shareholders evidences, subject to Section 10 and the proviso in Section 11(o), the irrevocable election and agreement by the Rollover Shareholders to contribute their respective Rollover Shares in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally and jointly, that from the date hereof until any termination of this Agreement pursuant to Section 10, such Rollover Shareholder shall not, directly or indirectly, (i) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Rollover Shares (“Transfer”) or permit the Transfer by any of its Affiliates of an interest in any Rollover Shares, in each case, except as expressly contemplated under this Agreement, the Merger Agreement and the Investment Agreement, (ii) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any Rollover Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Rollover Shares (other than the Voting Agreement and the Consortium Agreement), or (iv) take any action that could reasonably be expected to have the effect of preventing, disabling or delaying such Rollover Shareholder from performing its obligations under this Agreement. Any purported Transfer in violation of this paragraph shall be null and void.

(b) Each Rollover Shareholder covenants and agrees, severally and jointly, that such Rollover Shareholder shall promptly (and in any event within 48 hours) notify Parent of any new Shares with respect to which beneficial ownership is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Rollover Shares, and Schedule A shall be deemed amended accordingly.

6. Representations and Warranties of the Rollover Shareholders. In consideration of Parent accepting the Rollover Shares, each Rollover Shareholder makes the following representations and warranties, severally and jointly, to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Contribution Closing, and shall survive the execution and delivery of this Agreement:

(a) Ownership of Shares. Such Rollover Shareholder is the beneficial owner of, and has good and valid title to, the Rollover Shares, free and clear of Encumbrances other than as created by this Agreement, the Voting Agreement and the Investment Agreement. Such Rollover Shareholder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Rollover Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands and the terms of this Agreement, the Voting Agreement and the Investment Agreement. As of the date hereof, other than the Rollover Shares and other securities listed on Schedule A hereof, such Rollover Shareholder does not own, beneficially or of record, any securities of the Company and any direct or indirect interest in any such securities (including by way of derivative securities). The Rollover Shares are not subject to any voting trust agreement or other Contract to which such Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares other than this Agreement, the Voting Agreement or the Investment Agreement. Such Rollover Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Rollover Shares, except as contemplated by this Agreement or the Voting Agreement.

(b) Organization, Standing and Authority. Each such Rollover Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, with no limitations, qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

(c) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Rollover Shareholder for the execution, delivery and performance of this Agreement by such Rollover Shareholder or the consummation by such Rollover Shareholder of the transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Shareholder nor the consummation by such Rollover Shareholder of the transactions contemplated hereby, nor compliance by such Rollover Shareholder with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on such Rollover Shareholder or its properties or assets, (B) conflict with or violate any provision of the organizational documents of any such Rollover Shareholder, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on property or assets of such Rollover Shareholder pursuant to any Contract to which such Rollover Shareholder is a party or by which such Rollover Shareholder or any property or asset of such Rollover Shareholder is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule

or regulation applicable to such Rollover Shareholder or any of such Rollover Shareholder’s properties or assets.

(e) Reliance. Such Rollover Shareholder understands and acknowledges that Parent, Midco and Merger Sub are entering into the Merger Agreement and Management Rollover Shareholders are entering into the Management Contribution Agreement in reliance upon such Rollover Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Rollover Shareholder contained herein.

(f) Receipt of Information. Such Rollover Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Parent Shares. Such Rollover Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Rollover Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

7. Representations and Warranties of Parent. Parent represents and warrants to each Rollover Shareholder that:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Rollover Shareholders (subject to the proviso in Section 11(o)), constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

any provision of the organizational documents of Parent, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of Parent’s properties or assets.

(c) Issuance of Parent Shares. Parent has only one class of shares and the Rollover Shareholders, the Management Rollover Shareholders and other shareholders of Parent will receive the same class of the Parent Shares at or around the Contribution Closing. The Parent Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Encumbrances, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under any agreements entered into at the Contribution Closing by all of the Rollover Shareholders) when issued.

(e) Buyer Group Contracts. Parent has delivered to the Rollover Shareholders a true, correct and complete copy of each of the Buyer Group Contracts, and Parent and its Affiliates will not enter into any Buyer Group Contracts after the date hereof without the prior consent of the Rollover Shareholders; provided, that no consent by the Rollover Shareholders will be required so long as such amendment will not adversely affect the Rollover Shareholders in any material respect.

8. Other Covenants and Agreements.

(b) Each Rollover Shareholder shall, severally and jointly, bear and pay, reimburse, indemnify and hold harmless Parent and any Affiliate thereof (collectively, the “Indemnified Parties”) for, from and against (i) any and all liabilities for withholding Taxes imposed or assessed by the PRC (and/or political subdivisions of the PRC) that the Parent or its Affiliates would have been able to satisfy pursuant to Section 3.06 of the Merger Agreement if the Rollover Shareholders received Merger Consideration under the Merger Agreement in lieu of the Parent Shares received under this Agreement, to the extent actually paid by any of the Indemnified Parties and arising from or attributable to the receipt of Parent Shares by such Rollover Shareholder or its Affiliates pursuant to this Agreement; provided, that such

withholding taxes are imposed upon, incurred by or asserted against such Indemnified Parties within two years after the Contribution Closing (collectively, the “Tax Liabilities”) and (ii) any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities, provided, that the Indemnified Parties shall bear their own costs related to any governmental filings they are required to make. Each Rollover Shareholder shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the Rollover Shareholder has adequate capital resources available to satisfy its indemnification obligations in accordance with this Section 8(b). The parties hereto agree that the Parent’s Affiliates shall be third-party beneficiaries of this Section 8(b).

(c) Each Rollover Shareholder shall determine in its reasonable discretion whether it is required to file a report with the PRC tax authorities pursuant to the PRC State Administration of Taxation’s Circular on Strengthening the Administration of Enterprise Income Tax on Non-resident Enterprises’ Equity Transfer Income or its successor rules (“Circular 698”), shall make all filings it determines to be required and shall provide Parent with copies of any such filings and any documents submitted to the PRC tax authorities with such filings within ten (10) business days after making such filings.

(d) Each of Parent and its Affiliates and the Rollover Shareholders shall promptly provide the other with copies of any notices or other written communications received from the PRC tax authorities asserting that tax is or may be due pursuant to the Tax rules described in Sections 8(b) and (c), requesting information in respect of the exchange of the Rollover Shares for the Parent Shares pursuant to this Agreement or the potential liability of such persons for PRC tax in connection therewith or otherwise relating to such Tax rules as it may apply to such exchange. Each of Parent and its Affiliates and the Rollover Shareholders shall cooperate fully with the other in connection with any investigation or assertion of tax liability based on the Tax rules described in Sections 8(b) and (c), including the retention and, at the other’s reasonable request, provision of records relevant thereto. Parent and its Affiliates (i) shall consult with the Rollover Shareholders before responding to any requests for information in connection with potential tax liability, (ii) shall provide the Rollover Shareholders with drafts of written responses or other written submissions to the PRC tax authorities in connection with such potential tax liability reasonably in advance prior to submission to the PRC tax authorities and the provisions of Section 8(e) shall apply and (iii) shall not settle, compromise or pay any such potential tax liability to the extent that it would result in an indemnification claim under Section 8(b) without the consent of the Rollover Shareholders, such consent not to be unreasonably withheld, conditioned or delayed.

(e) With respect to communications involving solely issues for which indemnification is required under Section 8(b), Parent and its Affiliates shall make any changes to the written responses or other written submissions to the PRC tax authorities as are reasonably and timely requested by the Rollover Shareholders. With respect to communications involving both issues for which indemnification is required under Section 8(b) and other issues that are not subject to indemnification under Section 8(b), Parent and its Affiliates respectively (i) shall consider in good faith any changes to the written responses or other written submissions to the PRC tax authorities as are reasonably and timely requested by the Rollover Shareholders and (ii)

shall use their commercially reasonable best efforts to advocate, and to cause their tax advisors to advocate, that no tax (or less tax) for which indemnification under Section 8(b) would be required should be imposed upon, incurred by or asserted against the Indemnified Parties by any PRC tax authority or otherwise be payable by the Rollover Shareholders to the relevant PRC governmental entity. To the extent legally permissible, prior to communicating with the PRC tax authorities in respect of Taxes for which indemnification would be required under Section 8(b), Parent shall use commercially reasonable best efforts to place the Rollover Shareholders in direct communication with the relevant PRC tax authorities in respect of the Rollover Shareholders’ potential Tax liabilities in order to provide the Rollover Shareholders with the opportunity to timely satisfy such liabilities directly.

(f) Parent has no current plan or intention to reacquire any of the Parent Shares or the shares of Parent stock issued to the Investors pursuant to the Investment. Parent shall not issue its shares to the Investors in a manner or at a time that would reasonably be expected to prevent the transfer of the Rollover Shares to Parent in exchange for the Parent Shares pursuant to this Agreement from qualifying as a tax-free exchange under Section 351 of the United States Internal Revenue Code of 1986, as amended. Immediately following the Contribution Closing, the Investors and the Rollover Shareholders together shall hold stock of Parent (i) possessing at least 80% of the voting power of all classes of Parent stock entitled to vote and (ii) constituting at least 80% of the total number of shares of each nonvoting class of Parent stock.

(g) Notwithstanding Section 1.04(a) of the Investment Agreement, the Rollover Shareholders shall not be obligated to bear any portion of any termination fee or expense reimbursement obligation to the Company that may become payable by Parent to the Company pursuant to Section 9.03 of the Merger Agreement.

(h) Section 1.04(b) of the Investment Agreement is hereby terminated and shall be of no further force or effect and the Rollover Shareholders shall have no right under any circumstances to share in any termination fee or expense reimbursement right from the Company that may become payable to Parent from the Company pursuant to Section 9.03 of the Merger Agreement.

9. Disclosure.

the extent reasonably practicable; or (iii) if the information is publicly available other than through a breach of this Agreement by a party or its Representatives.

(b) Each Rollover Shareholder (i) consents to and authorizes the publication and disclosure by Parent or its Affiliates of such Rollover Shareholder’s identity and ownership of the Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines in its good faith judgment is required to be disclosed by Law in any press release, any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Authority in connection with the Merger Agreement (or the transactions contemplated thereby), but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the Rollover Shareholders and the Rollover Shareholders have had a reasonable opportunity to comment on the form and terms of disclosure, and (ii) agrees promptly to give to Parent or its Affiliates any information they may reasonably request concerning such Rollover Shareholder for the preparation of any such documents.

10. Termination. This Agreement and the obligations of the Rollover Shareholders hereunder will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that the provisions set forth in Section 8(g), Section 8(h), Section 9, this Section 10 and Section 11 shall survive the termination of this Agreement; provided, further, that the Rollover Shareholders shall continue to have liability for breaches of this Agreement prior to the termination of this Agreement. If for any reason the Merger contemplated by the Merger Agreement fails to occur but the Contribution Closing has already taken place, then Parent shall promptly return the Rollover Shares Documents to the Rollover Shareholders at their respective addresses set forth on Schedule A and take all such actions as are necessary to restore each such Rollover Shareholders to the position it was in with respect to ownership of the Rollover Shares prior to the Contribution Closing.

11. Miscellaneous.

(a) Entire Agreement. This Agreement (together with the Merger Agreement, the Voting Agreement, and the Investment Agreement (as modified hereby)) constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

(b) Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

expressly set forth herein. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

by proper notice under this Agreement), with a confirmatory copy to be sent by overnight courier, and (iii) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice). All notices hereunder shall be delivered to the addresses set forth below or, with respect to the Rollover Shareholders, on Schedule A, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(A) If to Parent:

BCP (Singapore) VI Cayman Acquisition Co. Ltd.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10054, USA

Attention: John G. Finley

Facsimile: +1 646 253 8983

The Blackstone Group (HK) Limited

Two International Finance Centre

Suite 901, 9th Floor, 8 Finance Street

Central, Hong Kong

Attention: Susannah Lindenfield

Facsimile: +852 3656 8601

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

Ropes & Gray

41st Floor, One Exchange Square

8 Connaught Place

Central, Hong Kong

Attention: James Lidbury and Gary Li

Facsimile: +852 3664 6588

Email: james.lidbury@ropesgray.com and gary.li@ropesgray.com

(B) If to the Rollover Shareholders:

Granite Global Ventures II L.P.

2494 Sand Hill Road, Suite 100

Menlo Park, CA 94025 U.S.A.

Attention: Stephen Hyndman, CFO

Facsimile: +1-650-475-2151

Email: shyndman@ggvc.com

GGV II Entrepreneurs Fund L.P.

2494 Sand Hill Road, Suite 100

Menlo Park, CA 94025 U.S.A.

Attention: Stephen Hyndman, CFO

Facsimile: +1-650-475-2151

Email: shyndman@ggvc.com

(i) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(j) Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity (including specific performance). In the event any breach of this Agreement by any of the Rollover Shareholders (including any failure by the Rollover Shareholder to contribute the Rollover Shares to Parent in accordance with the terms of this Agreement) which has been the primary cause of a failure of any closing condition applicable to Parent, Midco and Merger Sub in the Merger Agreement or a termination right of the Company under the Merger Agreement, the breaching Rollover Shareholders shall, severally and not jointly, pro rata in proportion to the number of Rollover Shares held by such breaching Rollover Shareholder, (A) indemnify and hold harmless Parent, Midco, Merger Sub, the Sponsor, the Guarantors and their Affiliates (the “Parent Parties”) from the aggregate out-of-pocket damages (including all costs and expenses) incurred by any of them in connection therewith, (but excluding the amount of any termination fee paid or payable by Parent to the Company under the Merger Agreement) and, without duplication, all amounts paid or payable under the Guarantee by the Guarantors (but excluding the amount of any termination fee paid or payable by Parent to the Company under the Merger Agreement) and (B) reimburse all out-of pocket expenses incurred by any of the Parent Parties in connection with the transactions contemplated by the Merger Agreement and this Agreement, including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by any of them in connection therewith, together with any costs of enforcement incurred by any of them in seeking to enforce such remedy against such breaching Rollover Shareholders; provided, that the foregoing monetary damages will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the Rollover Shareholders under this Agreement. The breaching Rollover Shareholders shall pay or reimburse the Parent Parties within ten (10) Business Days following receipt of a written notice setting forth in reasonable detail the amount of any losses, damages, liabilities or expenses incurred by any of them. The foregoing shall be without prejudice to any rights and remedies otherwise available to a non-breaching party. The parties hereto agree that the Parent Parties (excluding Parent) shall be third-party beneficiaries of this Section 11(j)(i).

and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the Rollover Shareholders under this Agreement. The Rollover Shareholders agree not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 11(j)(i) and the right of specific performance under this Section 11(j)(ii).

(n) Expenses. Other than otherwise provided for in this Agreement and the Investment Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

(o) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile transmission or pdf), all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties; provided, however, that if any of the Rollover Shareholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

(p) No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

[Signature page follows]

IN WITNESS WHEREOF, Parent and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.

		BCP (SINGAPORE) VI CAYMAN ACQUISITION CO. LTD.

		By:	/s/ Eddy Huang
		Name:	Eddy Huang
		Title:	Director

		GRANITE GLOBAL VENTURES II L.P.


		By:	Granite Global Ventures II L.L.C., its general partner


		By:	/s/ Hany Nada
		Name:	Hany Nada
		Title:	Managing Director

		GGV II ENTREPRENEURS FUND L.P.


		By:	Granite Global Ventures II L.L.C., its general partner


		By:	/s/ Hany Nada
		Name:	Hany Nada
		Title:	Managing Director

Schedule A

Rollover Shareholder Name	Address Facsimile	Rollover Shares	Parent Shares	Other Securities

Granite Global Ventures II L.P.	2494 Sand Hill Road, Suite 100 Menlo Park CA 94025 Fax #: 650-475-2151	3,348,586	3,348,586	0

GGV II Entrepreneurs Fund L.P.	2494 Sand Hill Road, Suite 100 Menlo Park CA 94025 Fax #: 650-475-2151	70,094	70,094	0

EX-7.22 10 a13-22485_1ex7d22.htm EX-7.22

Exhibit 7.22

Execution Version

VOTING AGREEMENT

WITNESSETH:

WHEREAS, concurrently herewith, Parent, BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”), BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”);

WHEREAS, as of the date hereof, each Shareholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such ordinary shares, par value $0.00139482 per share, of the Company, including shares represented by American Depositary Shares (the “Shares”) as set forth opposite such Shareholder’s name on Schedule A;

WHEREAS, the Shareholders intend and are obligated to contribute all of their Shares to Parent in exchange for newly issued ordinary shares of Parent prior to the consummation of the Merger pursuant to a contribution agreement entered into in connection with the Merger Agreement dated on the date hereof (the “Contribution Agreement”); and

AGREEMENT

Section 1. Voting of the Company Shares.

(a) Each Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at any

(B) vote or otherwise cause to be voted all of its Shares (A) in favor of the approval of the Merger Agreement and the transactions contemplated thereby and any related action reasonably required in furtherance thereof, (B) against any other Acquisition Proposal, (C) against any other action, agreement or transaction that is intended, that would reasonably be expected, or the effect of which would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its obligations under this Agreement, and including: (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary (other than the Merger); (2) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (3) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (4) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum and articles of association or other organizational documents, except if approved in writing by Parent; (5) any action that would require the consent of Parent pursuant to Section 6.1 of the Merger Agreement, except if approved in writing by Parent; or (6) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent, (D) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, (E) in favor of any adjournment or postponement of any shareholders’ meeting as may be requested by Parent and (F) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement.

with Section 1(a) as instructed by Parent in writing prior to the termination of this Agreement in accordance with its terms. The parties agree that the foregoing is a voting agreement.

Section 2. Representations and Warranties of the Shareholders.

Each Shareholder, severally and jointly, hereby represents and warrants to Parent as follows:

(a) Ownership of Company Shares. Such Shareholder is the beneficial owner of, and has good and valid title to, the Shares, free and clear of Encumbrances other than as created by this Agreement, the Contribution Agreement and the Investment Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement (including sole power to issue instructions with respect to the matters set forth in Section 1 hereof), in each case with respect to all of the Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands and the terms of this Agreement, the Contribution Agreement and the Investment Agreement. As of the date hereof, other than the Shares and other securities listed on Schedule A hereof, such Shareholder does not own, beneficially or of record, any securities of the Company and any direct or indirect interest in any such securities (including by way of derivative securities). The Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Shares, other than this Agreement, the Contribution Agreement and the Investment Agreement. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Shares, except as contemplated by this Agreement.

(b) Organization, Standing and Authority. Each such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, with no limitations, qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

agreement, obligation or instrument binding on such Shareholder or its properties or assets, (B) conflict with or violate any provision of the organizational documents of any such Shareholder, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on property or assets of such Shareholder pursuant to any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets.

(f) Receipt of Information. Such Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby. Such Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

Section 3. Representations and Warranties of Parent.

Parent hereby represents and warrants to each Shareholder that:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Shareholders (subject to the proviso in Section 8(n)), constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on Parent or its properties or assets, (B) conflict with or violate any provision of the organizational documents of Parent, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of Parent’s properties or assets.

Section 4. Additional Shares.

Each Shareholder covenants and agrees, severally and jointly, that such Shareholder shall promptly (and in any event within 48 hours) notify Parent of any new Shares with respect to which beneficial ownership is acquired by such Shareholder, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Shares, and Schedule A shall be deemed amended accordingly.

Section 5. Restrictions on Transfer and Other Restrictions.

Prior to the termination of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of its Affiliates not to, directly or indirectly:

(a) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Shares (“Transfer”) or permit the Transfer by any of its Affiliates of an interest in any Shares, in each case, except as expressly contemplated under this Agreement, the Contribution Agreement, the Merger Agreement and the Consortium Agreement;

(c) deposit any Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shares; or

(d) take any action that could reasonably be expected to have the effect of preventing, disabling or delaying such Shareholder from performing its obligations under this Agreement. Any purported Transfer in violation of this paragraph shall be null and void.

Section 6. Disclosure.

(b) Each Shareholder (i) consents to and authorizes the publication and disclosure by Parent or its Affiliates of such Shareholder’s identity and ownership of the Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines in its good faith judgment is required to be disclosed by Law in any press release, any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Authority in connection with the Merger Agreement (or the transactions contemplated thereby), but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the Shareholders and the Shareholders have had a reasonable opportunity to comment on the form and terms of disclosure, and (ii) agrees promptly to give to Parent or its Affiliates any information they may reasonably request concerning such Shareholder for the preparation of any such documents.

Section 7. Termination.

This Agreement, and the obligations of the Shareholders hereunder, shall terminate immediately upon the earliest to occur of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms; provided, that the provisions set forth in Section 6, this Section 7 and Section 8 shall survive the termination of this Agreement; provided, further, that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

Section 8. Miscellaneous.

(a) Entire Agreement. This Agreement (together with the Merger Agreement, the Contribution Agreement, and the Consortium Agreement) constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

(c) Amendment; Modification and Waiver. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto and otherwise as expressly set forth herein. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

(d) No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or its Affiliates any direct or indirect ownership or incident of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to each Shareholder and its respective affiliates, if any.

(e) Survival of Representations and Warranties. All representations and warranties of the Shareholders or by or on behalf of Parent in connection with the transactions contemplated by this Agreement contained herein shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Parent or the Shareholders, and the issuance of the Parent Shares.

(f) Interpretation. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise indicated. References to sums of money are expressed in lawful currency of the U.S. and “$” refers to U.S. dollars. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant

hereto, unless otherwise defined therein. The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. For purposes of this Agreement, “beneficially owns”, “beneficial owner” or “beneficial ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

(g) Statutory Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.

(h) Recitals and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the parties are references respectively to the parties and their legal personal representatives, successors and permitted assigns.

(i) Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such Person may subsequently specify by proper notice under this Agreement), with a confirmatory copy to be sent by overnight courier, and (iii) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice). All notices hereunder shall be delivered to the addresses set forth below or, with respect to the Shareholders, on Schedule A, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(A) If to Parent:

BCP (Singapore) VI Cayman Acquisition Co. Ltd.

c/o The Blackstone Group L.P.

345 Park Avenue

New York, NY 10054, USA

Attention: John G. Finley

Facsimile: +1 646 253 8983

The Blackstone Group (HK) Limited

Two International Finance Centre

Suite 901, 9th Floor, 8 Finance Street

Central, Hong Kong

Attention: Susannah Lindenfield

Facsimile: +852 3656 8601

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

Ropes & Gray
41st Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
Attention: James Lidbury and Gary Li
Facsimile: +852 3664 6588

Email: james.lidbury@ropesgray.com and gary.li@ropesgray.com

(B) If to the Shareholders:

Granite Global Ventures II L.P.

2494 Sand Hill Road, Suite 100

Menlo Park, CA 94025 U.S.A.

Attention: Stephen Hyndman, CFO

Facsimile: +1-650-475-2151

Email: shyndman@ggvc.com

GGV II Entrepreneurs Fund L.P.

2494 Sand Hill Road, Suite 100

Menlo Park, CA 94025 U.S.A.

Attention: Stephen Hyndman, CFO

Facsimile: +1-650-475-2151

Email: shyndman@ggvc.com

(j) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(k) Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity (including specific performance). In the event any breach of this Agreement by any of the Shareholders which has been the primary cause of a failure of any closing condition applicable to Parent, Midco and Merger Sub in the Merger Agreement or a termination right of the Company under the Merger Agreement, the breaching Shareholders shall, severally and not jointly, pro rata in proportion to the number of Shares held by such breaching Shareholder, (A) indemnify and hold harmless Parent, Midco, Merger Sub, the Sponsor, the Guarantors and their Affiliates (the “Parent Parties”) from the aggregate out-of-pocket damages (including all costs and expenses) incurred by any of them in connection therewith, including the amount of any termination fee paid or payable by Parent to the Company under the Merger Agreement and, without duplication, all amounts paid or payable under the Guarantee by the Guarantors and (B) reimburse all out-of pocket expenses incurred by any of the Parent Parties in connection with the transactions contemplated by the Merger Agreement and

this Agreement, including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by any of them in connection therewith, together with any costs of enforcement incurred by any of them in seeking to enforce such remedy against such breaching Shareholders; provided, that the foregoing monetary damages will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the Shareholders under this Agreement. The breaching Shareholders shall pay or reimburse the Parent Parties within ten (10) Business Days following receipt of a written notice setting forth in reasonable detail the amount of any losses, damages, liabilities or expenses incurred by any of them. The foregoing shall be without prejudice to any rights and remedies otherwise available to a non-breaching party. The parties hereto agree that the Parent Parties (excluding Parent) shall be third-party beneficiaries of this Section 8(k)(i).

(ii) The Shareholders further acknowledge and agree that monetary damages would not be an adequate remedy in the event that any covenant or agreement of the Shareholders in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates, Parent and its Affiliates will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof; provided, that such right of specific performance will be available to Parent only if Parent has performed in all material respects its obligations under this Agreement and the Merger Agreement, unless a failure to perform was primarily caused by the breach of the Shareholders under this Agreement. The Shareholders agree not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 8(k)(i) and the right of specific performance under this Section 8(k)(ii).

(l) No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement (including Section 8(k)(i)).

(m) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (i) submit to the

exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, 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 the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts.

(n) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions. Each of the parties hereto (i) certifies that no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 8(n).

(o) Expenses. Other than otherwise provided for in this Agreement and the Investment Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

(p) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile transmission or pdf), all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties; provided, however, that if any of the Shareholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

[Signatures page follows]

IN WITNESS WHEREOF, Parent and the Shareholders have caused to be executed or executed this Agreement as of the date first written above.

	BCP (SINGAPORE) VI CAYMAN ACQUISITION CO. LTD.


	By:	/s/ Eddy Huang
	Name: Eddy Huang
	Title: Director

	GRANITE GLOBAL VENTURES II L.P.


	By: Granite Global Ventures II L.L.C., its general partner


	By:	/s/ Hany Nada
	Name: Hany Nada
	Title: Managing Director

	GGV II ENTREPRENEURS FUND L.P.


	By: Granite Global Ventures II L.L.C., its general partner


	By:	/s/ Hany Nada
	Name: Hany Nada
	Title: Managing Director

Schedule A

Shareholder Name	Address Facsimile	Shares	Other Securities

Granite Global Ventures II L.P.	2494 Sand Hill Road, Suite 100 Menlo Park CA 94025 Fax #: 650-475-2151	3,348,586	0

GGV II Entrepreneurs Fund L.P.	2494 Sand Hill Road, Suite 100 Menlo Park CA 94025 Fax #: 650-475-2151	70,094	0

EX-7.23 11 a13-22485_1ex7d23.htm EX-7.23

Exhibit 7.23

Execution Version

NOVATION OF INVESTMENT AGREEMENT

THIS NOVATION OF INVESTMENT AGREEMENT (this “Agreement”) is made and effective as of October 17, 2013 (the “Effective Date”) by and among: each of the persons identified on Schedule A (each, an “Existing Shareholder” and, collectively, the “Existing Shareholders”); Red Pebble Acquisition Co Pte. Ltd., an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Red Pebble”); and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., a private limited company incorporated in Singapore, also an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Sponsor”).

WHEREAS, the Existing Shareholders and Red Pebble are parties to the Investment Agreement dated as of May 27, 2013 (the “Investment Agreement”);

WHEREAS, Red Pebble and the Existing Shareholders wish to novate the Investment Agreement to the Sponsor;

WHEREAS, the Sponsor is in a position to fully perform all obligations of Red Pebble that may exist under the Investment Agreement; and

WHEREAS, each of the Existing Shareholders desires to recognize the Sponsor as the successor party to the Investment Agreement.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Novation and Transfer; Consent. Each of the Existing Shareholders hereby consents and agrees to the assignment and transfer of the Investment Agreement by Red Pebble to the Sponsor, including the transfer of all of Red Pebble’s rights, obligations and liabilities thereunder to the Sponsor. Red Pebble, the Sponsor, and each of the Existing Shareholders hereby agree that the substitute performance by the Sponsor under the Investment Agreement constitutes a complete novation of all rights formerly owed to Red Pebble, and all obligations formerly owed by Red Pebble under the Investment Agreement.

2. Assumption. The Sponsor agrees to be bound by and to perform the Investment Agreement in accordance with the conditions contained in the Investment Agreement and assumes all obligations, liabilities and duties of Red Pebble under the Investment Agreement as if the Sponsor was the original party to the Investment Agreement as of the Effective Date.

3. Acceptance of Substitute Performance. Each of the Existing Shareholders hereby agrees that, effective as of the Effective Date, each of the Existing Shareholders shall look solely to the Sponsor, as Red Pebble’s successor in interest in and to the Investment Agreement, for the performance of the obligations under the Investment Agreement, without recourse to Red Pebble should the Sponsor fail to perform.

4. Miscellaneous.

(a) Authority. Each of Red Pebble, the Sponsor and the Existing Shareholders represents to each other that it has full right, power and authority to execute this Agreement and to perform the obligations hereunder, without the need for any further action under its governing instruments, and that the person executing this Agreement on behalf of such party is duly authorized to do so.

(c) Entire Agreement. This Agreement, together with the Investment Agreement, constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to it subject matters.

(d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute on and the same agreement.

(e) No Other Inducement. The making, execution and delivery of this Agreement has been induced by no representations, statements, warranties or agreements other than those expressed herein.

[signature page follows]

IN WITNESS WHEREOF, this Agreement has been executed by the parties effective as of the date first set forth above.

	GRANITE GLOBAL VENTURES II L.P.

	By: Granite Global Ventures II L.L.C.

	Its General Partner


	By:	/s/ Hany Nada

	Name: Hany Nada
	Title: Managing Director


	GGV II ENTREPRENEURS FUND L.P.

	By: Granite Global Ventures II L.L.C.

	Its General Partner


	By:	/s/ Hany Nada

	Name: Hany Nada

	Title: Managing Director

RED PEBBLE ACQUISITION CO PTE. LTD.


By:	/s/ Pithambar Gona

Name:		PITHAMBAR GONA

Title:

BLACKSTONE CAPITAL PARTNERS (SINGAPORE) VI PRC PTE. LTD.


By:	/s/ Pithambar Gona

Name:		PITHAMBAR GONA

Title:

SCHEDULE A

EXISTING SHAREHOLDERS

Granite Global Ventures II L. P.

GGV II Entrepreneurs Fund L.P.