ISS [iSoftStone] SC 13D: Execution Version CONSORTIUM AGREEMENT Agreement Founder Sponsor Consortium
[Execution Version CONSORTIUM AGREEMENT Agreement Founder Sponsor Consortium Members Consortium Member THIS CONSORTIUM AGREEMENT (this RECITALS Consortium Transaction Company NYSE Exchange Act WHEREAS, the Consortium Members propose to form a consortium (the Parent Merger Sub WHEREAS, (a) in connection with the Transaction, the Consortium Members propose to form a new company ( Schedule I Proposal Letter Company Board] [Execution Version The Board of Directors iSoftStone Holdings Limited Building 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 Peoples Republic of China June 6, 2013 Dear Sirs: Mr. Tianwen Liu (Mr. Liu), chairman of the board of directors and CEO of the Company, and ChinaAMC Capital Management Limited (ChinaAMC, together with Mr. Liu, the Buyer] [Execution Version FRAMEWORK AGREEMENT Agreement Sponsor Accurate Advanced CSOF Existing Shareholders Party Parties THIS FRAMEWORK AGREEMENT (this Founder Consortium Agreement Transaction Company WHEREAS, on June 6, 2013, the Sponsor and Mr. Tianwen Liu (the WHEREAS, the Existing Shareholders have expressed interest in joining the Sponsor to pursue the Transaction, and the Sponsor has agreed to pursue the Transaction] [010089 No. ISOFTSTONE HOLDINGS LIMITED 2010 PERFORMANCE INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT Option Agreement May 10, 2013 Company Grantee Option Number of Ordinary Shares: 1 2,200,000 May 10, 2013 Exercise Price per Share: 1 0.423 $ 1,2 May 9, 2023 Vesting 1,2 [ ] Plan Terms The Option is granted under the iSoftStone Holdings] [CUSIP No. 46489B108]