[] [DRAFT iSoftStone Holdings Limited Ordinary shares, par value US$0.0001 per share, in the form of American Depositary Shares UNDERWRITING AGREEMENT December UBS AG 52/F, Two International Finance Centre 8 Finance Street Central, Hong Kong J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179 MORGAN STANLEY & CO. INTERNATIONAL PLC 25 Cabot Square, Canary Wharf London, E14 4QA, England] [Number Xxxx Xxxx Shares THIS IS TO CERTIFY THAT iSoftStone Holdings Limited (Incorporated under the laws of the Cayman Islands) SPECIMEN Share capital is US$100,000 divided into ,000,000,000 Shares of a nominal or par value of US$0.000 I each the registered holder memorandum and articles of association thereof. xxxxxx Shares in the above-named Company subject to the DIRECTOR LImO. IN] [10 December, 2010 Matter No.:874803 Doc Ref: Fw/aw/#340863 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 People’s Republic of China Dear Sirs, iSoftStone Holdings Limited (the “Company”) Re: Commission Registration Statement Securities Act Ordinary Shares Resolutions Certificate Date For the purposes of giving this opinion, we have examined a] [10 December, 2010 Matter No.:874803 Doc Ref: fw/#340538 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 People’s Republic of China Dear Sirs, iSoftStone Holdings Limited (the “Company”) Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection] [10 December, 2010 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 People’s Republic of China American Depositary Shares (the “ADSs”), each representing ten ordinary shares of iSoftStone Holdings Limited (the “Company”) Re: Ladies and Gentlemen: 10 December, 2010 - Page 2 Respectfully submitted, O’Melveny & Myers LLP EX-8.2] [EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT Agreement Effective Date Company Company Group Executive RECITALS THE PARTIES ENTER THIS AGREEMENT A. B. NOW, THEREFORE 1. Retention and Duties 1.1 Retention Employment Commencement Date 1.2 Duties Board - 1 - Employment Agreement 1.3 No Other Employment; Minimum Time Commitment 1.4 No Breach of Contract 1.5 Location - 2 - Employment Agreement 2.] [iSOFTSTONE HOLDINGS LIMITED November 30, 2010 Bayfront Investments (Mauritius) Pte. Ltd. Dear Sirs: In furtherance of the foregoing, the parties hereto agree as follows: 1. Purchase. 2. Closing; Conditions. 3. Restrictions on Transfers of Purchased Shares. (a) The Investor shall not, without the prior written consent of UBS AG, J.P. Morgan Securities LLC and Morgan Stanley & Co. International PLC,] [To: iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 People’s Republic of China December 8, 2010 Re: Legal Opinion on Certain PRC Legal Matters To Whom It May Concern, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement Offering Offered ADSs]

[] [[Letterhead of Paul, Hastings, Janofsky & Walker LLP] December 7, 2010 JPMorgan Chase Bank, N.A., as Depositary One Chase Manhattan Plaza, 58th Floor New York, NY 10005 Re: American Depositary Shares evidenced by American Depositary Receipts for deposited ordinary shares of iSoftStone Holdings Limited Dear Sirs: Depositary Securities Act Registration Statement ADSs ADRs Company Deposit Agreement We have acted as]

[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED NOVEMBER 30, 2010 10,833,334 American Depositary Shares Representing 108,333,340 Ordinary Shares iSoftStone Holdings Limited This is an initial public offering of our American depositary shares, or ADSs, each representing ten ordinary shares. We are offering 7,322,223 ADSs, and the selling shareholders identified in this prospectus are offering 3,511,111 ADSs. We will not receive any of] [THE COMPANIES LAW OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ISOFTSTONE HOLDINGS LIMITED (Adopted by way of a special resolution passed on November 29, 2010 and effective conditional and immediately upon consummation of the initial public offering of the Company’s American depositary shares) 1. iSoftStone Holdings Limited. The name of the] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions 1 (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian] [AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT Amendment Agreement THIS AMENDMENT NO. 2 (“ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen ( ) , FENG Yong ) ( Frank FENG) Schedule 2 Series A Holders the entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series B Holders] [ISOFTSTONE HOLDINGS LIMITED 2010 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this iSoftStone Holdings Limited 2010 Performance Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director of the Company and in such capacity will render valuable services to the Company; and WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors of the Company, the Board] [Wholly Owned Subsidiaries: Place of Incorporation: 1. iSoftStone Korea Inc. Korea 2. iSoftStone Inc. U.S. 3. iSoftStone Hong Kong Limited Hong Kong 4. iSoftStone Japan Limited Japan 5. Ascend Technologies, Inc. U.S. 6. iSoftStone Information Technology (Group) Co., Ltd. PRC 7. Beijing iSoftStone Data Technology Service Co., Ltd. PRC 8. iSoftStone Information Technology Group (Dalian) Co., Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 to Registration Statement (Registration No. 333-170785) on Form F-1, of our report dated August 30, 2010 relating to the consolidated financial statements of iSoftStone Holdings Limited as of the years ended December 31, 2008 and 2009 and for the years ended December 31,] [ISOFTSTONE HOLDINGS LIMITED ODE OF USINESS ONDUCT AND THICS C (Adopted by the Board of Directors on November 25, 2010) Company Code Employee Employees iSoftStone Holdings Limited and its subsidiaries and affiliated entities (collectively, the “ Application of the Code 1. Code Does Not Constitute an Employment Contract 2. Conflicts of Interest 3. 3.1 Conflicts of Interest Prohibited Board 1]