exv4w7






Exhibit
4.7



Execution Version




SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL

AND CO-SALE AGREEMENT




     This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this
“Agreement”) is entered into as of August 17, 2007, among:



     HiSoft Technology International Limited, a Cayman Islands exempted company (the “Company”)



     the persons listed on the Schedule of Restricted Sellers attached hereto as Schedule
1 (each a “Restricted Seller,” and collectively, the “Restricted Sellers”) on the one hand;
and



     the following entities (each an “Investor” and together the “Investors”) on the other:



     Granite Global Ventures (Q P.) L.P., a Delaware (USA) limited partnership (“Granite QP”),



     Granite
Global Ventures L.P., a Delaware (U.S.A.) limited partnership (“Granite”),



     Granite Global Ventures II L.P., a Delaware (U.S.A.) limited partnership (“Granite II”),



     GGV
II Entrepreneurs Fund L.P., a Delaware (U.S.A.) limited partnership (“QGV II”),



     JAFCO Asia Technology Fund II, a Cayman Islands company (“JAFCO”),



     Intel Capital (Cayman) Corporation, a Cayman Islands company (“Intel”).



     International Finance Corporation, an international organization
established by Articles of Agreement among its member countries including the PRC (“IFC”),



     Sumitomo Corporation Equity Asia Limited, a company incorporated in Hong Kong
(“Sumitomo”),



     The Greater China Trust, a trust duly organized and existing under the laws of the Cayman
Islands, managed by Mitsubishi UFJ Securities (HK) Capital, Ltd. (“Mitsubishi”),



     Draper
Fisher Jurvetson ePlanet Ventures L.P., a limited partnership organized and existing
under the laws of the Cayman Islands (“DFJLP”)



     Draper
Fisher Jurvetson ePlanet Ventures GmbH & Co. KG, a company incorporated in Germany
(“DFJ GmbH”),



     Draper Fisher Jurvetson ePlanet Partners Fund, LLC, a limited liability company organized
under the laws of the State of California (“DFJ Partners,” together with DFJLP and DFJ GmbH,
“DFJ”),



     GE Capital Equity investments Ltd, a company organized under the laws of Cayman Islands
(“GE”)



     Kornhill
Consulting LTD, a company incorporated under the laws of British Virgin Islands
(“Kornhill”), and



     Laoniu Investment Company Limited, a company organized under the laws of Mauritius
(“Laoniu”)



R E
C I T A L S




     This
Agreement is the “ROFR Agreement” defined in and referenced in the Series C
Purchase Agreement and shall take effect subject to and Immediately following the Closing (the
“Effective Date”) The Series A Investors have previously purchased from the Company, and the
Company has sold to such Series A Investors, Series A Preferred Shares and certain warrants to
purchase additional Series A Preferred Shares and Series A-1 Preferred Shares of the Company on
the terms and conditions set forth in that certain Series A Preferred Share Purchase Agreement
dated as of July 28, 2004 (the “Series A Purchase Agreement”) among the Company, HiSoft Dalian



 









 




Haihui Dalian (each as defined below), the Series A Investors and certain other entities and
individuals named therein. The Series B Investors have previously purchased from the Company, and
the Company has sold to such Series B Investors Series B Preferred Shares on the terms and
conditions set forth in that certain Series B Preferred Share Purchase Agreement dated as of June
30, 2006, as amended and restated by that certain Amended and Restated Series B Preferred Share
Purchase Agreement dated as of April 30, 2007 (the “Series B Purchase Agreement”) among the
Company, HiSoft Dalian, Haihui Dalian the Series B Investors and certain other entities and
individuals named therein




     WHEREAS in conjunction with the consummation of the transactions contemplated by the Series A
Purchase Agreement and the Series B Purchase Agreement, the parties thereto entered into that
certain Right of First Refusal and Co-Sale Agreement, dated as of July 28, 2004, as amended and
restated by that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated
as of June 30, 2006 (the “Prior ROFR Agreement”) to, among other things, govern certain transfers
of the Company’s equity securities



     WHEREAS, in accordance with Section 8.2 of the Prior ROFR Agreement the parties
thereto desire to amend and restate the Prior ROFR Agreement as set forth herein



     WHEREAS, certain of the Investors have purchased shares of the Company’s Series C Preferred
Shares pursuant to a Preferred Share Purchase Agreement, dated as of even date herewith (the
“Series C Purchase Agreement”)



     WHEREAS,
the obligations in the Series C Purchase Agreement are conditioned upon the execution
and delivery of this Agreement



     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter
set forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged the parties hereto agree that the Prior ROFR Agreement shall be amended and
restated In its entirety as follows:




	1	 	DEFINITIONS





     1.1 As used in this Agreement:



     “Affiliate”
of a Person shall mean any company, corporation, or other entity that controls, is
controlled by or is under common control with the specified Person, within the meaning of Rule
144.



     “Business Day” shall mean any day that is not a Saturday Sunday, legal holiday or other day
on which commercial banks are required or authorized by law to be closed in the PRC Singapore Hong
Kong or New York



     “Closing” shall mean the closing of the offer and purchase of the Series C Preferred Shares as
defined in the Series C Purchase Agreement.



     “Common Share Equivalents” shall mean, with respect to any shareholder of the Company, Common
Shares owned by such shareholder together with Common Shares into or for which any issued and
outstanding Preferred Shares or any other issued and outstanding convertible securities (excluding,
for the avoidance of doubt unexercised options or warrants) owned by such shareholder shall be
convertible



     “Common
Shares” shall mean the common shares of the Company, par
value US$0.0001 per share



     “Common
Shareholder Reply Notice” shall have the meaning set forth
in Section 2A.6.



     “Drag-Along Election”
shall have the meaning set froth in Section
4.



     “Drag-Along
Notice” shall have the meaning set forth in
Section 4. “Excess Preferred Transfer Shares” shall have the meaning set forth
in Section 2A.3



     “Excess Proportionate Amount” shall have the meaning set forth in Section 2A.5



     “Exchange
Act” shall mean the U.S. Securities and Exchange Act of 1934
and the rules and
regulations promulgated thereunder, as amended from time to time



2









 







     “Exchange Act Registration” shall mean registration of a company under Section 12 of the
Exchange Act or when a company becomes subject to Exchange Act reporting requirements under
Section 15(d) of the Securities Act or otherwise.



     “Exercise Amount” shall have the meaning set forth in Section 2A.2



     “Exercising Common Shareholder” shall have the meaning set forth in Section 2A.6



     “Exercising Investor” shall have the meaning set forth in Section 2A.2



     “Haihui Dalian” shall mean Dalian Haihui Sci-Tech Company Limited , a joint stock limited
company established under the laws of the PRC.



     “HiSoft Dalian” shall mean HiSoft Technology (Dalian) Co.  Ltd  a wholly-foreign owned
enterprise established by the Company under the laws of the PRC



     “Joinder Agreement” means, an agreement, in such form and on such terms as approved by all the
Investors which a Person is required to enter into with or in favour of all the parties pursuant
to Sections 8.2 and 8.3



     “Original Preferred Transfer Notice” shall have the meaning set forth in Section
2A.1



     “Person” or “person” shall be construed as broadly as possible and shall include an
individual, a partnership, a limited liability company, a company an association a trust, a joint
venture on unincorporated organization and any government organization or authority.



     “PRC” shall mean, for the purpose of this Agreement, the Peoples’ Republic of China excluding
the Hong Kong Special Administrative Region Macau Special Administrative Region and Taiwan.



     “Preferred Seller” shall have the meaning set forth in Section 2A.1



     “Preferred Shares” shall mean the Company’s Series A Preferred Shares, Series A-1 Preferred
Shares, Series B Preferred Shares, and Series C Preferred Shares, collectively, along with any
other class or series of preferred shares issued by the Company in substitution or replacement
therefor.



     “Preferred Transfer Shares” shall have the meaning set forth in Section 2A.1



     “Prohibited Transfer” shall have the meaning set forth in Section 5.1



     “Proportionate Amount” shall have the meaning set forth in Section 2A.4



     An Investor’s “Pro Rata Co-Sale Share” of a specified quantity of Restricted Seller Transfer
Shares proposed to be transferred shall mean the specified quantity of Restricted Seller Transfer
Shares multiplied by a fraction equal to (i) the total number of Common Share Equivalents then
held by such Investor, divided by (ii) the total number of Common Share Equivalents held by the
Restricted Seller, plus the total number of Common Shares Equivalents then held by all Investors
exercising co-sale rights pursuant to Section 3



     An Investor’s “Pro Rata ROFR Share” of a specified quantity of Shares proposed to be
transferred shall mean the specified quantity of Transfer Shares multiplied by a fraction equal to
(i) the number of Common Share Equivalents of the Company then held by such Investor, divided by
(ii) the total number of Common Share Equivalents then held by all Investors



     “Qualified IPO” shall mean a firm commitment public offering of Common Shares in the United
States that has been registered under the Securities Act resulting in a minimum market
capitalization of US$350 million, and with gross proceeds to the Company of at least US$50
million, or a similar public offering of Common Shares in a jurisdiction and on a recognized
securities exchange outside of the United States, including without limitation the Hong Kong Stock
Exchange, provided such public offering is equivalent to the aforementioned in terms of price,
offering proceeds and regulatory approval



     “Remaining Preferred Transfer Shares” shall have the meaning set forth in Section
2A.6



     “Reply Notice” shall have the meaning set forth in Section 2A.2



3









 





     “Reply Period” shall have the meaning set forth in Section 2A.2



     “Restricted Seller” shall have the meaning set forth in the Preamble



     “Restricted Seller Transfer Notice” shall have the meaning set forth in Section 2.1



     “Restricted Seller Transfer Shares” shall have the meaning set forth in Section 2.1



     “Rule 144”
shall mean Rule 144 promulgated under the U.S Securities Act of
1933, as amended
from time to time



     “Sale Transaction” shall have the meaning set forth in Section 4.



     “SEC” shall mean the U S Securities and Exchange Commission as constituted from time to time



     “Second Preferred Transfer Notice” shall have the meaning set forth in Section 2A.6



     “Selling Shareholders” shall have the meaning set forth in Section 4



     “Series A
Investors” shall mean, collectively Granite, Granite QP, JAFCO, Intel and IFC in
their capacities as parties to the Series A Purchase Agreement



     “Series A Preferred Shares” shall mean the Company’s Series A Preferred Shares US$0 0001 par
value per share.



     “Series A-1 Preferred Shares” shall mean the Company’s Series A-1 Preferred Shares US$00001
par value per share.



     “Series A-1 Preferred Warrants” shall mean the warrants for the purchase of up to 36,000,000
Series A-1 Preferred Shares issued to certain of the Series A Investors on June 28, 2004 and
October 18, 2004



     “Series B Investors” shall mean, collectively, Granite, Granite QP, Granite II, GGV II, JAFCO,
Intel, IFC, Sumitomo, Mitsubishi, DFJLP, DFJ GmbH, and DFJ Partners, in their capacities as
parties to the Series B Purchase Agreement.



     “Series B Preferred Shares” shall mean the Company’s Series B Preferred Shares, U S $0 0001
par value per share



     “Series C
Preferred Shares” shall mean the Company’s
Series C Preferred Shares, U S $0 0001 par
value per share



     “Shares” shall mean all Preferred Shares and all Common Shares and any other Issued and
outstanding shares of any class or series of the Company now owned or subsequently acquired by any
shareholder



     “Trade Sale” shall have the meaning set forth in Section 4.



     “Transaction Agreements” shall mean this Agreement, the Series C Purchase Agreement and the
Investors’ Rights Agreement



     “Transfer Shares” shall mean Restricted Seller Transfer Shares and/or Preferred Transfer
Shares as the context requires.



     “Transferring Party” shall have the meaning set forth in Section 5.1



     “Warrant Securities” shall mean the Series A-1 Preferred Warrants and the Warrant Shares.



     “Warrant Shares” shall mean the Series A-1 Preferred Shares assumable or issued upon exercise
of the Series A-1 Preferred Warrants



4









 








     Any capitalized terms used but not otherwise defined in this Agreement shall have the
meanings given them in the Series C Purchase Agreement.




	2.	 	RIGHT OF FIRST REFUSAL WITH RESPECT TO RESTRICTED SELLERS





     2.1 Restricted Seller Notice of Sale If a Restricted Seller proposes to sell or
transfer any Shares held
by such Restricted Seller (the “Restricted Seller Transfer Shares”), then the Restricted Seller
may not sell or transfer any such Restricted Seller Transfer Shares unless it complies with this
Section 2.1 and Section 3. The Restricted Seller shall promptly give written notice (the
“Restricted Seller Transfer Notice”) to the Company and to the Investors describing in reasonable
detail the proposed sale or transfer including, without limitation, the number of Restricted
Seller Transfer Shares, the nature of such sale or transfer the consideration to be paid and the
name and the address of each prospective purchaser or transferee.



     2.2 Notice of Purchase Each Investor shall have thirty (30) days from the date of
receipt of the Restricted Seller Transfer Notice to agree to purchase all or any part of such
Investor’s Pro Rata ROFR Share of the Restricted Seller Transfer Shares for the price and upon the
terms and conditions specified in the Restricted Seller Transfer Notice (or the actual terms of
the proposed transfer, if more favorable to the proposed transferee), by giving written notice to
the Restricted Seller stating therein the number of Restricted Seller Transfer Shares to be
purchased A failure by the Investor to respond within such thirty (30) day period shall be deemed
to constitute a decision by such Investor not to exercise its right to purchase all or any of the
Restricted Seller Transfer Shares as provided herein.



     2.3 Non-Exercise. Subject to the provisions of Section 3 in the event the
Investor(s) fall to agree to purchase all of the Restricted Seller Transfer Shares within the
respective periods given above, the Restricted Seller shall have ninety (90) days from the date of
delivery of the Restricted Seller Transfer Notice to the Company and each of the Investors to sell
the Restricted Seller Transfer Shares not so purchased at the price and upon terms and conditions
no more favorable to the transferee then specified in the original Restricted Seller Transfer
Notice. In the event that the Restricted Seller has not sold the Restricted Seller Transfer Shares
within this ninety (90) day period, the Restricted Seller shall not thereafter sell any Shares
without first offering such shares to the Investors in the manner provided in Section 2.1
above.




	2A  	 	RIGHT OF FIRST REFUSAL WITH RESPECT TO INVESTORS1 PREFERRED SHARES.





     2A.1 Preferred Notice of Sale. If any Investor (save for Intel and IFC, but including
their respective assignees) (the “Preferred Seller”) proposes to sell or transfer any Series A
Preferred Shares, Series A-1 Preferred Shares Series B Preferred Shares, and/or Series C Preferred
Shares held by such Preferred Seller (the “Preferred Transfer Shares”), then the Preferred Seller
may not sell or transfer any such Preferred Transfer Shares unless it complies with this
Section 2A.1. The Preferred Seller shall promptly give written notice (the “Original
Preferred Transfer Notice”) to the Company and to the other Investors (save for Intel and IFC, but
including their respective assignees) describing in reasonable detail the proposed sale or
transfer including, without limitation, the number of Preferred Transfer Shares, the nature of
such sale or transfer, the consideration to be paid, and the name and the address of each
prospective purchaser or transferee.



     2A.2
Reply Notice. Each Investor (save for Intel and IFC, but including their
respective assignees) who wishes to purchase Preferred Transfer Shares (each, an “Exercising
Investor”) shall have twenty (20) days from the date of receipt of the Original Preferred
Transfer Notice to provide the Preferred Seller and the Company with a written notice (a “Reply
Notice”) specifying the maximum number of any Preferred Transfer Shares which it irrevocably
commits to purchase (the “Exercise Amount”) A failure by an Investor to respond within such twenty
(20) day period (the “Reply Period”) shall be deemed to constitute a decision by such Investor not
to exercise its right to purchase all or any of the Preferred Transfer Shares as provided herein.
For the avoidance of doubt, each Exercising Investor may specify in its Reply Notice an Exercise
Amount higher or lower man its Proportionate Amount (as defined in Section 2A.4) The
Preferred Transfer Shares shall be allocated among each Exercising Investor (with rounding to
avoid fractional shares) in proportion to its respective Proportionate Amount and on the same
material terms and conditions as specified in the Original Preferred Transfer Notice provided,
however, that in no event shall an amount greater that such Exercising Investor’s Exercise Amount
be allocated to such Exercising Investor.



     2A.3 Excess Preferred Transfer Shares. Any Preferred Transfer Shares not yet allocated
to the Exercising Investors after employing the procedures set out in Section 2A.2 (“Excess
Preferred Transfer Shares”) shall be allocated, among all such Exercising Investors whose Exercise
Amounts have not yet been satisfied, on proportion to each such Exercising Investor’s respective
Excess Proportionate Amount (as defined in Section 2A.5) (with rounding to avoid fractional shares)
provided, however, that in no event shall an Exercising Investor be required to purchase more
Preferred Transfer Shares pursuant to this Section 2A.3 than the Exercise Amount specified
by such Exercising Investor in its Reply Notice. The procedures set out in this Section 2A.3
shall be repeatedly



5









 





employed until the Exercise Amounts of all such Exercising Investors shall have been satisfied or
until the total number of the Preferred Transfer Shares shall have been fully allocated to the
Exercising Investors after employing the procedures set out herein,
whichever occurs first. An
Exercising Investor’s right to purchase any Preferred Transfer Shares pursuant to this Section
2A.3 shall be subject to Section 2A.7.




     2A.4
Proportionate Amount. An Exercising Investor’s “Proportionate Amount” is equal to
the product obtainable by multiplying (x) the total number of Preferred Transfer Shares, by (y)
a fraction the numerator of which shall be the number of Common Share Equivalents owned by such
Exercising Investor on the date of the Original Preferred Transfer Notice and the denominator of
which shall be the aggregate number of all Common Shares Equivalents owned by all Exercising
Investors on the date of the Original Preferred Transfer Notice.



     2A.5
Excess Proportionate Amount. An Exercising Investor’s
“Excess Proportionate
Amount” is equal to the product obtainable by multiplying (x) the total number of Excess Preferred
Transfer Shares, by (y) a fraction, the numerator of which shall be the number of Common Share
Equivalents owned by such Exercising Investor on the date of the Original Preferred Transfer
Notice and the denominator of which shall be the aggregate number of Common Share Equivalents
owned by all the Exercising Investors on the date of the Original Preferred Transfer Notice whose
Exercise Amount has not yet been satisfied after employing the procedures set out herein.



     2A.6
Exercise by Common Shareholders. If not all of the Preferred Transfer Shares
being offered by a Preferred Seller are allocated to the Exercising Investors after employing the
procedures set forth in Sections 2A.2 and 2A.3, such Preferred Seller shall offer any such
remaining Preferred Transfer Shares (the “Remaining Preferred Transfer Shares”) to holders of the
Company’s Common Shares as set forth herein The Preferred Seller shall within ten (10) days
expiration of the Reply Period, give written notice (the “Second Preferred Transfer Notice”) to the
Company, the Investors (save for Intel and IFC, but including their respective assignees) and to
all holders of the Company’s Common Shares describing in
reasonable detail, the proposed sale or
transfer, including without limitation, the Investors who acquired Preferred Transfer Shares in
accordance with the procedures set forth in this Section 2A the number of Remaining
Preferred Transfer Shares, the nature of such sale or transfer, the consideration to be paid, and
the name and address of each prospective purchaser or transferee and other terms not more
favorable than as specified in the Original Preferred Transfer Notice. Each holder of Company
Common Shares (save for Intel and IFC, but including their respective assignees) who wishes to
purchase the Remaining Preferred Transfer Shares (each, an “Exercising Common Shareholder”), shall
have ten (10) days from me date of receipt of the Second Preferred Transfer Notice to provide the
Preferred Seller and the Company with a written notice (“Common Shareholder Reply Notice”)
specifying the maximum number of any Remaining Preferred Transfer Shares which it irrevocably
commits to purchase which shall in no event exceed such holder’s
“Proportionate Share” (as defined
herein). A failure by such holder of Common Shares to respond within such ten (10) day period
shall be deemed to constitute a decision by such holder of Common Shares not to exercise its right
to purchase any Remaining Preferred Transfer Shares as provided
herein. The “Proportionate Share”
of Preferred Transfer Shares proposed to be transferred with respect to any Exercising Common
Shareholder shall mean the specified quantity of Remaining Preferred Transfer Shares multiplied by
a fraction equal to (i) the total number of Common Share Equivalents held by such holder of Common
Shares on the date of the Second Preferred Transfer Notice divided by (ii) the total number of
Common Share equivalents outstanding on the dale of the Second Preferred Transfer Notice.



     2A.7
Transfer to Third Parties. if not all of the Preferred Transfer Shares being
offered by a Preferred Seller are allocated to holders of Preferred Shares and/or Common Shares as
set forth in Sections 2A.1 through 2A.6, such Preferred Seller may sell all such Preferred Transfer
Shares to the proposed transferee as specified in the Original Preferred Transfer Notice on terms
not more favourable than as specified in the Original Preferred Transfer Notice within one hundred
twenty (120) days from the date of delivery of the Preferred Transfer Notice. In the event that
the Preferred Seller has not sold the Preferred Transfer Shares within this one hundred twenty
(120) day period, the Preferred Seller shall not thereafter sell any Shares without first offering
such shares to the Investors (save for Intel and IFC, but including their respective assignees) or
the holders of Common Shares in the manner provided in this
Section 2A.



     2A.8
Intel and IFC. For clarification only, the provisions of this
Section 2A shall
not apply to any transfer of Preferred Shares held by Intel or IFC, but shall apply to any transfer
of Preferred Shares, held by Intel’s and IFC’s assignees. Any transfer of Preferred Shares by Intel
or IFC to a transferee (other than to an Investor or holder of Common Shares) shall be valid only
upon delivery to each of the Investors of a written representation certified by an authorized
officer of Intel or IFC, as the case may be, that such Preferred Shares are not being transferred
to any of the direct or indirect trade competitors of the Group
Companies listed on Exhibit 2A.8
attached hereto (the “List of Prohibited Transferees”) The Company shall, no later than January 31
of each year, beginning in January 2007, provide all of the Investors with an updated List of
Prohibited Transferees, which shall in no event contain more than ten entities, and which shall
upon receipt by the Investors, be deemed to replace
Exhibit 2A.8



6









 





     2A.9 Non-Application. The provisions of this Section 2A shall not apply to
any transfer of Preferred Shares held by a Preferred Seller to its Affiliates or to any
re-purchase or redemption of Preferred Shares by the Company in accordance with the Investors’
Rights Agreement and/or the Agreed M&A




	3.	 	INVESTORS’ CO-SALE RIGHT.





     3.1
Co-Sale Right Notwithstanding Section 2.3, each Investor shall have the
right, exercisable upon
written notice to the Restricted Seller, with a copy to the Company, within thirty (30) days after
receipt of the Restricted Seller Transfer Notice (defined in Section 2.1 above), to
participate in the sale of any Restricted Seller Transfer Shares that the other Investors have not
agreed to purchase pursuant to Section 2.1 hereof, on the same terms and conditions
indicated in the Restricted Seller Transfer Notice (or the actual terms of the proposed transfer,
if more favorable to the Investor). A failure by the Investor to respond within such thirty (30)
day period shall be deemed to constitute a decision by such Investor not to exercise its right of
co-sale as provided herein. To the extent one or more of the Investors exercise such right of
participation in accordance with the terms and conditions set forth below, the number of
Restricted Seller Transfer Shares that the Restricted Seller may sell in the transaction shall be
correspondingly reduced. The foregoing co-sale right of each Investor shall be subject to the
following terms and conditions:



          (i) Each Investor may sell all or any part of its Pro Rata Co-Sale Share of
Restricted Seller Transfer Shares.




          (ii) If any Investor should sell all or any part of its Pro Rata Co-Sale Share of
Restricted Seller Transfer Shares to any third party, then the Restricted Seller may transfer or dispose of its
Shares only if such third party purchases the investor’s Shares on no less favorable terms and
conditions applicable to the Restricted Seller.




          (iii) Each Investor shall effect its participation in the sale by promptly delivering to the
Restricted Seller, with a copy to the Company, for transfer to the prospective purchaser share
certificates in respect of all Shares to be sold and a transfer form signed by the Investor, which
indicates:




               (A) the number of Common Shares which such Investor elects to sell;



               (B) that number of Preferred Shares which is at such time convertible into the number of
Common Shares that such investor elects to sell; or



               (C) any combination of the foregoing;


provided, however, that if the prospective purchaser objects to the delivery of Preferred Shares
in lieu of Common Shares, such Investor shall convert such Preferred Shares into Common Shares and
deliver Common Shares as provided in subparagraph 3.1(iii)(A) above. The Company agrees to make any
such conversion concurrent with the actual transfer of such Shares to
the purchaser.




     3.2
Procedure at Closing. The share certificate or certificates that such Investor
delivers to the Restricted Seller pursuant to paragraph 3.1(ii) shall be transferred to the
prospective purchaser in consummation of the sale of the Restricted Seller Transfer Shares pursuant
to the terms and conditions specified in the Restricted Seller Transfer Notice (or the actual terms
of the proposed transfer, if more favorable to the Investor), and the Restricted Seller shall
concurrently therewith remit to such Investor that portion of the sale proceeds to which such
Investor is entitled by reason of its participation in such sale. To the extent that any prospective
purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other
securities from an Investor exercising its rights of co-sale hereunder, the Restricted Seller shall
not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously
with such sales, the Restricted Seller shall purchase such shares or other securities from such
Investor. In selling their Shares pursuant to their co-sale right
hereunder, the Investors shall
not be required to give any representations or warranties with respect to their Shares to be sold
except to confirm their good title over the Shares.



     3.3 Non-Exercise. To the extent the Investors do not elect to participate in the
sale of Restricted Seller Transfer Shares subject to the Restricted Seller Transfer Notice, the Restricted Seller, not later
than ninety (90) days following delivery to the Company and each of the Investors of the
Restricted Seller Transfer Notice, may conclude a transfer of the Restricted Seller Transfer
Shares covered by the Restricted Seller Transfer Notice and not elected to be purchased by the
Shareholders, on terms and conditions not more favorable to the transferor than those described in
the Restricted Seller Transfer Notice. Any proposed transfer on terms and conditions more
favorable than those described in the Restricted Seller Transfer Notice as well as any subsequent
proposed transfer of any Shares by the



7









 




Restricted Seller, shall again be subject to the co-sale rights of the Investors and shall require
compliance by the Restricted Seller with the procedures described in
this Section 3.



4. DRAG-ALONG RIGHTS. If, at any time within twelve (12) months after the Closing the
holders of at least fifty percent (50%) of the Preferred Shares then outstanding (voting together
as a class, on an as-converted basis) and holders of at least fifty percent (50%) of Common Shares
then outstanding (collectively, the “Selling Shareholders”), elect to sell all or substantially
all of the equity securities of the Company held by them (including Common Shares, Preferred
Shares, Warrant Shares, options, or other rights to acquire any such shares) to a third party not
affiliated with the Company or with any of the Investors (a “Trade Sale”), the Selling Shareholders
shall have the right to cause the holders of Common Shares and holders of Preferred Shares (other
than Intel and IFC, but including their respective assignees) to sell all of the then outstanding
Common Shares. Preferred Shares, Warrant Shares and all options, warrants or other rights to
acquire any such shares then held by them to such third party on the same terms and conditions as
are applicable to the sale of such equity securities held by the Selling Shareholders (the
“Drag-Along Election”). The Drag Along Election shall include the right on the part of the Selling
Shareholders to cause the holders of Common Shares and Preferred Shares (other than Intel and IFC,
but including their respective assignees) and Warrant Securities to approve a sale of assets,
merger, consolidation, share exchange or reorganization of the Company with or into any other
corporation, corporations or other entity (excluding any merger effected exclusively for the
purpose of changing the domicile of the Company), or any other transaction or series of related
transactions, in which the shareholders of the Company immediately prior to such reorganization,
merger or consolidation own less than fifty percent (50%) of the voting power of the surviving
entity, or a sale, conveyance or other disposition of all or substantially all of the assets of
the Company to a third party (each a “Sale Transaction”), provided, however, that in no event shall
a holder of Common Shares or Preferred Shares be obligated to undertake the foregoing if the
distribution of consideration received by the shareholders upon consummation of the Sale
Transaction is not in accordance with the liquidating distribution requirements set forth in the
Company’s then-current Memorandum of Association. The Selling Shareholders may exercise the
Drag-Along Election by providing written notice of such election (the “Drag-Along Notice”) to all
holders of Common Shares and Preferred Shares, including the name and address of the third party
acquirer, the aggregate purchase price to be paid by such third party purchaser, the proposed date
for the closing of such Sale Transaction, and the other material terms and conditions of such Sale
Transaction. Upon receipt of a Drag-Along Notice, each holder of Common Shares and Preferred
Shares (other than Intel and IFC, but including their respective assignees) shall execute and
deliver such instruments of conveyance and transfer and take such other action, including
executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or
related documents as the Selling Shareholders or the acquirer in such Sale Transaction may
reasonably require in order to carry out the terms and provisions of
this Section 4.





	5.	 	PROHIBITED TRANSFER





     5.1 Prohibited Transfer. In the event a Restricted Seller should sell any Shares
in disregard or contravention of the right of first refusal or co-sale rights under this Agreement (a “Prohibited
Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity
or hereunder, shall have the put option provided below, and such Restricted Seller (the
“Transferring Party”) shall be bound by the applicable provisions of such option.



     5.2
Put Right. Without prejudice to any other rights and remedies available to any
Investor, in the event of a Prohibited Transfer, each Investor shall have the right to sell to the
Transferring Party the number of Common Share Equivalents equal to the number of Shares (on an as
converted basis in the case of Preferred Shares) each Investor would have been entitled to
transfer to the purchaser under Section 3.1(i) or 3.1(ii) hereof had the Prohibited Transfer been
effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the
following terms and conditions:



          (i) The price per share at which the Common Share Equivalents are to be sold to the
Transferring Party shall be equal to the price per share paid by the purchaser to the Transferring
Party in the Prohibited Transfer. The Transferring Party shall also reimburse each Investor for any
and all reasonable fees and expenses, including legal fees and out-of-pocket expenses incurred
pursuant to the exercise or the attempted exercise of the Investor’s rights under Section 3
and Section 5




          (ii) Each Investor shall, if exercising the option created hereby, deliver to the
Transferring Party within thirty (30) days after the later of the dates on which the Investor (A) received
notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a
notice describing the number of Common Shares Equivalents to be transferred by the Investor








8









 








          (iii) The Transferring Party shall, within seven (7) Business Days upon receipt of
the notice described in subsection 5.2(ii) above from the
investor(s) exercising the option created
hereby, pay to each such Investor the aggregate purchase price for the Common Share Equivalents to
be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in
subsection 5.2(i) in cash or by other means acceptable to the Investor




          (iv) Upon receipt of full payment of the amount due from the Transferring Party, the Investor
shall deliver to the Transferring Party the certificate or certificates representing Common Share
Equivalents to be sold, together with a transfer form signed by the Investor transferring such
shares. Where the Investor delivers Preferred Shares in satisfaction of the aforesaid delivery
obligation, the Company shall convert the same to Common Shares concurrent with the actual transfer
of such shares to the Transferring Party




          (v) Notwithstanding the foregoing, any attempt by a Restricted Seller to transfer
Shares in violation of Section 2 or 3 hereof shall be void, and the Company undertakes it will not
effect such a transfer nor will it treat any alleged transferee as the holder of such Shares
without the written consent of the Investors holding at least sixty-seven percent (67%) of the
Common Share Equivalents held by all Investors




     5.3 Exceptions to Share Transfer Restrictions. Any transfer by any natural Person of
any issued and outstanding shares in the Company shall be exempt from the transfer restrictions
under any Transaction Agreements, including any right of first refusal and co-sale rights, so long
as the transfer is (i) to a legal representative of such transferor upon death of such transferor
or after such transferor becomes incapacitated; (ii) by will, intestacy laws or the laws of
descent or survivorship; or (iii) pursuant to a court order upon the termination of marital
relationship of such transferor.




	6.	 	LEGEND






	6.1	 	Endorsement of Share Certificates. Each certificate representing any Shares now
or hereafter owned by a Founder or issued to any person in connection with a transfer pursuant to
Section 2 or 3 hereof shall be endorsed with the following legend:






“THE
SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN TERMS,
CONDITIONS AND RESTRICTIONS SET FORTH IN A RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT BY AND BETWEEN THE HOLDER HEREOF, THE COMPANY
AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF
THE COMPANY”



     6.2 Enforcement Each Shareholder agrees that the Company may instruct its transfer
agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in
Section 6.1 above to enforce the provisions of this Agreement and the Company agrees to do so
promptly. The legend shall be removed upon termination of this Agreement.




	7.	 	[intentionally omitted].






	8.	 	MISCELLANEOUS





     8.1 Governing Law. This Agreement shall be governed by and construed under the laws
of the State of New York, without regard to conflict of law principles.



     8.2 Amendment. Any provision of this Agreement may be amended (either generally or in
a particular instance and either retroactively or prospectively) only with the written consents of
each of the Company, Investors holding a majority of the Preferred Shares then outstanding, and the
Restricted Sellers holding a majority of the outstanding Common Shares held by all Restricted
Sellers: provided, however, that no amendment shall be effective or enforceable in respect of
Investors of any particular class of Preferred Shares of the Company if such amendment (i)
materially and adversely affects the rights of such class of Preferred Shares and does not
materially and adversely affect the rights or all other classes of Preferred Shares of the Company
in the same manner, and (ii) is not consented to in writing by Investors holding not less than
fifty percent (50%) of such affected class of Preferred Shares of the
Company. Any amendment or
waiver effected in accordance with this Section 8.2 shall be binding upon the Company, each
Investor, each Restricted Seller, and their respective successors in interest; provided, however,
that any Investor may waive any of its rights hereunder without obtaining the consent of any other
Investor. The Company



9









 




and any transferor shareholder shall cause any transferee of any shares in the Company that is not
already a party to this Agreement and any future shareholder of the Company to execute a Joinder
Agreement. Upon execution of such Joinder Agreement by such transferee provided, however, the
transfer or issuance of such shares shall not have been made in contravention of this Agreement or
applicable laws, such transferee shall be entitled to the rights and subject to the obligations of
the transferor shareholder hereunder in respect of the shares transferred to such transferee.




     Notwithstanding
anything to the contrary in this Section 8.2:



     (A) no amendment to this Agreement shall be effective or enforceable against an Investor that
does not consent to such amendment unless: (i) sufficient and adequate written notice describing
the proposed amendment has been provided to such Investor at least five (5) Business Days prior to
such amendment; and (ii) a copy of the final executed version of the amendment has been provided to
such Investor within twenty (20) Business Days after such amendment.



     (B) an amendment to this Agreement shall not be effective or enforceable in respect of any
particular Investor if such amendment: (i) materially and adversely affects the rights of such
Investor and does not materially and adversely affect the rights of all of the other Investors in
the same manner; or (ii) imposes any material obligation or liability on such Investor; and
provided further, that such Investor delivers a duly issued written notice to each of the other
Investors stating its objection to the amendment within ten (10) Business Days after the date on
which a copy of the final executed version of the amendment is provided to such investor.



     8.3
Assignment of Rights. This Agreement and the rights and obligations of the parties
hereunder shall inure to the benefit of, and be binding upon, their respective successors
permitted assigns and legal representatives. The rights of the Investors hereunder are fully
assignable to any person who holds or is acquiring Series A Preferred Shares, Series A-1 Preferred
Shares, Series B Preferred Shares, and/or Series C Preferred Shares in accordance with this
Agreement; provided, however that the Company is given written notice at the time of such
assignment stating the name and address of the assignee and identifying the securities of the
Company as to which the rights in question are being assigned; and provided further, that any such
assignee shall receive such assigned rights subject to all the terms and conditions of this
Agreement, including without limitation the provisions of this
Section 8.3. and agree to
abide by this Agreement by executing a Joinder Agreement.



     8.4 Termination. The rights and obligations of the shareholders set forth in this
Agreement shall terminate upon the earlier of (i) the
consummation of a Qualified IPO, (ii) the
closing of a sale of all or substantially all of the Company’s assets or the acquisition of the
Company by another entity by means of merger or consolidation resulting in the exchange of the
outstanding shares of the Company’s shares for securities issued or other consideration paid, or
caused to be issued or paid, by the acquiring entity or its subsidiary approved by the Investors as
required under Section 6 (Protective Provisions) of the Investors’ Rights Agreement, or
(iii) the date on which this Agreement is terminated by operation of law or the occurrence
of an Exchange Act Registration provided, however that upon the transfer by any shareholder of all
securities in the Company owned by it in accordance with the provisions hereof, such shareholder
shall automatically cease to be a party to this Agreement and shall have no further rights or
obligations hereunder and provided further, that any termination pursuant hereto shall be without
prejudice to any accrued rights and liabilities of the parties.



     8.5 Ownership. Each Restricted Seller and Investor severally (and not jointly)
represents and warrants that the Restricted Seller or Investor as the case may be. is the sole
legal and beneficial owner of the Shares presently held of record by such Restricted Seller or
Investor as the case may be and that no other person has any interest in such Shares.



     8.6
Notice. Except as may be otherwise provided herein, all notices, requests, waivers
and other communications made pursuant to this Agreement shall be in writing and in English and
shall be conclusively deemed to have been duly given (i) when hand delivered to the other party;
(ii) when sent by facsimile at the address and number set forth below upon successful transmission
report being generated by sender’s machine; (iii) three (3) Business Days after deposit with an
international overnight delivery service, postage prepaid, addressed to the parties as set forth
below with next-business-day delivery guaranteed, provided that the sending party receives a
confirmation of delivery from the delivery service provider; or (iv) in all other cases, upon
actual receipt by the addressee, with the burden of proof of receipt upon the sender



10









 





	 	 	 

	To
the Company:

	 	To the Restricted Sellers:
	 
	 	 
	No. 35, Qixianling Industrial Base Hi-tech Zone

Dalian, China

Attn: Linda Kou

	 	The addresses set forth next to each Restricted Seller
on Schedule 1 (Schedule of Restricted Sellers)
	 
	 	 
	Fax Number: 86-411-84791350
	 	 
	Tel Number: 86-411-84791666-8252
	 	 
	 
	 	 
	With a copy to:
	 	 
	 
	 	 
	O’Melveny & Myers LLP
	 	 
	37th Floor Plaza 66, 1266 Nanjing Road West,
	 	 
	Shanghai
200040, P R C
	 	 
	Attn: Kurt Barney Esq.
	 	 
	 
	 	 
	Fax
Number: 86-21-23077300
	 	 
	Tel Number: 86-21-23077000
	 	 
	 
	 	 
	To an
Investor:
	 	 
	 
	 	 
	The addresses set forth next to each Investor on
Schedule 2 (List of Investors and Addresses for
Notices)
	 	 





	Each person making a communication hereunder by facsimile shall promptly confirm by
telephone to the person to whom such communication was addressed each communication made
by it by facsimile pursuant hereto but the absence of such confirmation shall not affect
the validity of any such communication A party may change or supplement the addressee
given above, or designate additional addresses, for purposes of this Section 8.6
by giving the other party written notice of the new address in the manner set forth above



Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the
person to whom such communication was addressed each communication made by it by facsimile pursuant
hereto but the absence of such confirmation shall not affect the validity of any such communication. A
party may change or supplement the addresses given above , or  designate additional addresses, for
purposes of this Section 8.6 by giving the other party written notice of the new address in the
manner set forth above



     8.7
Severability. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity. Illegality or unenforceability shall not affect any other
provisions of this Agreement and this Agreement shall be construed as if such invalid
illegal or unenforceable provision had never been contained herein



     8.8
Counterparts. This Agreement may be executed in two or more counterparts
each of which shall be deemed an original but all of which together shall constitute one
and the same instruments



     8.9
Share Split. Wherever in this Agreement there is a reference to a specific
number or percentage of the Shares, the Preferred Shares and/or Common Shares, then, upon the occurrence of any
share subdivision, share split, combination, reclassification, merger, consolidation,
reorganization, recapitalization or share dividend of the Shares, Preferred Shares and/or
Common Shares, as applicable, the specific number of shares so referenced in this
Agreement shall automatically be proportionally adjusted to reflect the effect on the
outstanding shares of such class or series of share by such event



     8.10
Aggregation of Rights. All Common Shares, Preferred Shares, Common
Shares Equivalents held or acquired by any Investor and its Affiliate or held of acquired
by any Founder and its Affiliate shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.



     8.11
Entire Agreement; Prior Agreements; Conflicts. This Agreement, together
with all the exhibits and schedules hereto, constitutes and contains the entire agreement
and understanding of the parties with respect to the subject matter hereof and supersedes
any and all prior negotiations, correspondence agreements, understandings, duties or
obligations between the parties respecting the subject matter hereof. In the event of any
conflicts with the Agreed M&A the provisions of this Agreement
shall prevail.



     8.12 Dispute Resolution.



11









 





          (a) Negotiation Between Parties; Mediations. The parties agree to negotiate in
good faith to resolve any dispute between them regarding this Agreement if the negotiations do not
resolve the dispute to the reasonable satisfaction of both parties then each party that is a
company, shall nominate one authorized senior officer as its representative. The parties or their
representatives, as the case may be, shall, within thirty (30) days of a written request by either
party to call such a meeting, meet in person and alone (except for one assistant for each party)
and shall attempt in good faith to resolve the dispute. If the dispute cannot be resolved by such
senior managers in such meeting, the parties agree that they shall, if requested in writing by
either party, meet within thirty (30) days after such written notification for one day with an
impartial mediator and consider dispute resolution alternatives other than formal arbitration. If
an alternative method of dispute resolution is not agreed upon within thirty (30) days after the
one day mediation, either party may begin formal arbitration proceedings to be conducted in
accordance with subsection (b) below. This procedure shall be a prerequisite before
taking any additional action hereunder.




          (b) Arbitration. In the event the parties are unable to settle a dispute between them
regarding this Agreement in accordance with subsection (a) above, such dispute shall be
referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre
(“HKIAC”) in accordance with the UNCITRAL Arbitration Rules (“UNCITRAL Rules”) in effect, which
rules are deemed to be incorporated by reference into this subsection (b), subject to the
following: The arbitration tribunal shall consist of one arbitrator to be appointed according to
the UNCITRAL Rules by HKIAC. The language of the arbitration shall be English Notwithstanding
anything in this Agreement or in the UNCITRAL Rules or otherwise, the arbitration tribunal shall
not have the power to award injunctive relief or any other equitable remedy of any kind against
any Investor unless such award both (i) is expressly appealable to and subject to de novo review by
the courts of Hong Kong, and (ii) would not if upheld, have the effect of impairing, restricting
or imposing any conditions on the right or ability of such Investor or its affiliates to conduct
its respective business operations or to make or dispose of any other investments. The prevailing
party shall be entitled to reasonable attorney’s fees costs and necessary disbursements in
addition to any other relief to which such party may be entitled.




          IFC’s submission to arbitration in accordance with the provisions of this Clause 8.12(b) does
not constitute a waiver of any of its immunities under its Articles of Agreement the International
Organization Immunities Act the International Finance Corporation Act or any other applicable law




     8.13 Investor Rights



          (a) Any rights of JAFCO under this Agreement may, without prejudice to the rights of JAFCO to
exercise any such rights, be exercised by JAFCO Investment (Asia Pacific) Ltd (“JIAP”) or any
other fund manager of JAFCO or their nominees (“JAFCO Manager”), unless JAFCO has (i) given notice
to the other parties that any such rights cannot be exercised by JIAP or a JAFCO Manager, and (ii)
not given notice to the other parties that such notice which is given under this Section
8.13 has been revoked.




          (b) Any rights of Granite under this Agreement may, without prejudice to the rights of
Granite to exercise any such rights, be exercised by any fund manager of Granite or its nominees
(“Granite Manager”), unless Granite has (i) given notice to the other parties that any such
rights cannot be exercised by a Granite Manager; and (ii) not given notice to the other parties
that such notice which is given under this Section 8.13 has been revoked.




          (c) Any rights of IFC under this Agreement may, without prejudice to the rights of IFC to
exercise any such rights, be exercised by a fund manager of IFC or its nominees (“IFC Manager”),
unless IFC has (i) given notice to the other parties that any such rights cannot be exercised by
an IFC Manager; and (ii) not given notice to the other parties that such notice which is given
under this Section 8.13 has been revoked




          (d) Any rights of Sumitomo under this Agreement may, without prejudice to the rights of
Sumitomo to exercise any such rights, be exercised by any fund manager of Sumitomo or its nominees
(“Sumitomo Manager”), unless Sumitomo has (i) given notice to the other parties that any such
rights cannot be exercised by a Sumitomo Manager; and (ii) not given notice to the other parties
that such notice which is given under this Section 8.13 has been revoked




          (e) Any rights of Mitsubishi under this Agreement may, without prejudice to the rights of
Mitsubishi to exercise any such rights, be exercised by any fund manager of Mitsubishi or its
nominees (“Mitsubishi Manager”), unless Mitsubishi has (i) given notice to the other parties that
any such rights cannot he exercised by a Mitsubishi Manager; and (ii) not given notice to the
other parties that such notice which is given under this Section 8.13 has bean revoked








12









 








          (f) Any rights of DFJ under this Agreement may, without prejudice to the rights of DFJ to
exercise any such rights, be exercised by any fund manager of DFJ or its nominees (“DFJ Manager”),
unless DFJ has (i) given notice to the other parties that any such rights cannot be exercised by a
DFJ Manager; and (ii) not given notice to the other parties that such notice which is given under
this Section 8.13 has been revoked




          (g) Any rights of Laoniu under this Agreement may without prejudice to the rights of Laoniu
to exercise any such rights, be exercised by any fund manager of Laoniu or its nominees (“Laoniu
Manager”) unless Laoniu has (i) given notice to the other parties that any such rights cannot be
exercised by a Laoniu Manager; and (ii) not given notice to the other parties that such notice
which is given under this Section 8.13 has been revoked




     8.14 Language. This Agreement and all other Transaction Agreements are entered into in
English only. Any Chinese translation of the Transaction Agreements is for reference only and shall
not be a legally binding document. Accordingly, the English version will prevail in the event of
any inconsistency between the English and any Chinese translations thereof. The Company
acknowledges that it has consulted with legal counsel with respect to the English version of this
Agreement and that it fully understands its terms.



     8.15 Effective Date. This Agreement shall take effect subject to and immediately
following the Closing from and as of the Closing Date



[Signature pages follow]





13











 





     IN WITNESS WHEREOF, the parties hereto have executed this Second Amended and Restated
Right of First Refusal and Co-Sale Agreement as of the day and year herein above first written


THE COMPANY:



HiSoft Technology International Limited




	 	 	 	 	 

	By

Print Name:

	 	/s/ Loh Tiak Koon
 

Loh Tiak Koon
	 	 
	Title:

	 	CEO & Director	 	 






SIGNATURE PAGE FOR

HISOFT TECHNOLOGY INTERNATIONAL LIMITED

SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT




 









 






INVESTORS:




	 	 	 	 	 	 	 	 	 	 	 

	JAFCO Asia Technology Fund II	 	 	 	Granite Global Ventures (Q.P.) L.P.	 	 
	(as a Series A and Series B Investor only)	 	 	 	(as a Series A, Series B and Series C investor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Vincent Chan Chun Hung
 

Print Name: Vincent Chan Chun Hung
	 	 
	 	By
	 	/s/ Thomas Ng
 

Print Name: Thomas Ng
	 	 
	 

	 	Title: Attorney
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Intel Capital (Cayman) Corporation	 	 	 	Granite Global Ventures L.P.	 	 
	(as a Series A and Series B Investor only)	 	 	 	(as a Series A Series B and Series C Investor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Michael J Scown
 

Print Name: Michael J Scown
	 	 
	 	By
	 	/s/ Thomas Ng
 

Print Name: Thomas Ng
	 	 
	 

	 	Title: Authorised Signatory
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Granite Global Ventures II L.P.	 	 	 	GGV II Entrepreneurs Fund L.P.	 	 
	(as a Series B and Series C Investor only)	 	 	 	(as a Series B and Series C Investor only)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Thomas Ng
 

Print Name: Thomas Ng
	 	 
	 	By
	 	/s/ Thomas Ng
 

Print Name: Thomas Ng
	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	International Finance Corporation	 	 	 	Sumitomo Corporation Equity Asia Limited	 	 
	(as a Series A, Series B and Series C Investor)	 	 	 	(as a Series B and Series C Investor only)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Kent E. Lupberger
 

Print Name: Kent E. Lupberger
	 	 
	 	By
	 	/s/ Tsuyoshi KONDA
 

Print Name: Tsuyoshi KONDA
	 	 
	 

	 	Title: Senior Manager
	 	 	 	 	 	Title: Managing Director	 	 






SIGNATURE PAGE FOR

HISOFT TECHNOLOGY INTERNATIONAL LIMITED

SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT









 









 














The Greater China Trust, managed by Mitsubishi UFJ

Securities (HK) Capital, Ltd.

(as a Series B Investor only)

By: Butterfield Bank (Cayman) Limited, solely as

trustee of The Greater China Trust




	 	 	 	 	 

	By

	 		 	 
	 	 	Print Name:

	 	 
	 	 	Title:
	 	 






	 	 	 	 	 	 	 	 	 	 	 

	Draper Fisher Jurvetson ePlanet Ventures L.P.


(as a Series B and Series C Investor only)	 	 	 	Draper Fisher Jurvetson ePlanet Ventures
GmbH & Co. KG	 	 
	 	 	 	(as a Series B and Series C Investor only)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ John Fisher
 

Print Name: John Fisher
	 	 
	 	By
	 	/s/ John Fisher
 

Print Name: John Fisher
	 	 
	 

	 	Title: Managing Director
	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Draper Fisher Jurvetson ePlanet Partners Fund, LLC	 	 	 	Laoniu Investment Limited Co.	 	 
	(as a Series B and Series C Investor only)	 	 	 	(as a Series C Investor only)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ John Fisher
 

Print Name: John Fisher
	 	 
	 	By
	 	/s/ Brendan Li Executed on Aug 17, 2007
 

Print Name: Brendan Li
	 	 
	 

	 	Title: Managing  Member
	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	GE Capital Equity Investments Ltd.	 	 	 	Kornhill Consulting Ltd.	 	 
	(as a Series C Investor Only)	 	 	 	(as a Series C Investor only)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Mark Chen
 

Print Name: Mark Chen
	 	 
	 	By
	 	/s/ Chan Leung Ngaz
 

Print Name: Chan Leung Ngaz
	 	 
	 

	 	Title: Managing Director
	 	 	 	 	 	Title: Director	 	 






SIGNATURE PAGE FOR

HISOFT TECHNOLOGY INTERNATIONAL LIMITED

SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT




 









 






RESTRICTED SELLERS:




	 	 	 	 	 	 	 	 	 	 	 

	Kaiki Inc.	 	 	 	Tian Hai International Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 
	 	By /s/ Sun Yong Ji
	 	 
	 

	 	 
	 	 

	 	 
	Print Name:

	 	 

	 	 
	 	Print Name:
	 	Sun Yong Ji
	 	 
	Title:

	 	 	 	 	 	Title:
	 	Director	 	 
	 

	 	 	 	 	 	 	 	2007-7-27	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	HSI Holdings LLC	 	 	 	 	 	 	 	 






	 	 	 	 	 

	By

	 		 	 
	Print Name:

	 	 	 
	Title:
	 	 	 	 






SIGNATURE PAGE FOR

HISOFT TECHNOLOGY INTERNATIONAL LIMITED

SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT




 









 





Schedule 1




Schedule of Restricted Sellers



	 	 	 
	Name of Restricted Seller	 	Address for Notices
	Kaiki Inc

	 	C/O: HiSoft Technology (Dalian) Co Ltd
	 

	 	No. 35, Qixianling Industrial Base, Hi-tech Zone
	 

	 	Dalian Liaoning Province
	 

	 	P.R.C
	 

	 	Attn: Linda Kou
	 
	 	 
	 

	 	Fax Number: 86-411-84791350
	 

	 	Tel Number: 86-411-8479 1666-8252
	 
	 	 
	Tian Hai International Limited

	 	C/O HiSoft Services (Beijing) Ltd.
	 

	 	1/F Dascom Building, No 9 Sang Dl East Road
	 

	 	Beijing 100085
	 

	 	P.R.C.
	 

	 	Attn:
	 
	 	 
	 

	 	Tel: 86-10-82782892
	 

	 	Fax Number: 86-10-82783467
	 
	 	 
	HSI Holdings LLC

	 	18300 Von Karman Ave. Ste 620
	 

	 	Irvine CA 92612
	 

	 	U.S.A.
	 

	 	Attn: George Wu
	 
	 	 
	 

	 	Tel Number: 001-949-250-7310
	 

	 	Fax Number: 001-949-250-7314










 









 








Schedule 2 




List of investors and Addresses for Notices



	 	 	 
	Name of investor	 	Address for Notices
	JAFCO Asia Technology Fund II

	 	c/o JAFCO investment (Asia Pacific) Ltd
	 

	 	6 Battery Road
	 

	 	#42-01 Singapore 049909
	 

	 	Fax Number: +65 6221-3690
	 

	 	Attn: The President
	 
	 	 
	 

	 	With a copy to:
	 

	 	JAFCO investment (Hong Kong) Ltd.
	 

	 	30/F, Two International Finance Centre
	 

	 	8 Finance Street
	 

	 	Central Hong Kong
	 

	 	Fax Number: +852 2536-1979
	 

	 	Attn: General Manager
	 
	 	 
	Granite Global Ventures (Q P ) L P., Granite Global

	 	2494 Sand Hill Road, Suite 100
	Ventures L P , Granite Global Ventures II L P GGV II

	 	Menlo Park, CA 94025
	Entrepreneurs Fund L P.

	 	Attn: Stephen Hyndman
	 

	 	Fax Number: +1-650-475-2151
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Unit 3503, K. Wah Center
	 

	 	1010 Huaihai Zhong Road
	 

	 	Shanghai 200031 PRC
	 

	 	Attn: Jenny Lee
	 

	 	Fax Number: +86-21-5404-7667
	 
	 	 
	Intel Capital (Cayman) Corporation (formerly known as Intel Capital Corporation)

	 	Intel Capital (Cayman) Corporation 
c/o Intel Semiconductor Ltd
	 

	 	32/F, Two Pacific Place
	 

	 	88 Queensway, Central, Hong Kong
	 

	 	Attn: APAC Portfolio Manager
	 

	 	Fax: +852 2240-3255
	 
	 	 
	 

	 	With an e-mail copy in pdf format to
	 

	 	apacportfolio@intel.com
	 
	 	 
	 

	 	With a further copy to:
	 
	 	 
	 

	 	2200 Mission College Blvd.
	 

	 	Santa Clara, CA 95052
	 

	 	Attn: Intel Capital Portfolio Manager
	 

	 	Fax: 1-408-765-6038
	 

	 	Email: portfolio.manager@intel.com
	 
	 	 
	International Finance Corporation

	 	International Finance Corporation
	 

	 	2121 Pennsylvania Avenue, N W
	 

	 	Washington, D.C 20433
	 

	 	USA
	 

	 	Fax Number: +1-202-522-7464
	 

	 	Attention: Director Global Information and
	 

	 	Communication Technologies Department
	 
	 	 
	The Greater China Trust, a trust duly organized

	 	Butterfield Bank (Cayman) Limited
	and existing under the laws of the Cayman Islands,

	 	c/o RBC Dexia Trust Services Hong Kong Limited
	managed by Mitsubishi UFJ Securities (HK) Capital.

	 	51st Floor Central Plaza
	Ltd

	 	18 Harbour Road, Wanchai, Hong Kong, S.A.R.






 









 





	 	 	 

	 

	 	Fax Number: +852-2522-3785
	 

	 	Attn: Ms Anny Wong
	 
	 	 
	 

	 	With a copy to:
	 

	 	Mitsubishi UFJ Securities (HK) Capital, Limited
	 

	 	11/F, AIG Tower 1 Connaught Road, Central
	 

	 	Hong Kong, S A R
	 
	 	 
	 

	 	Fax Number +852-2865-6214
	 

	 	Attn: Mr. Jun Otsuka
	 

	 	Email: otsuka@hk.sc.mufg.jp
	 
	 	 
	Sumitomo Corporation Equity Asia Limited

	 	Suite 602, 6th Floor
	 

	 	One International Finance Centre
	 

	 	One Harbour View Street
	 

	 	Central, Hong Kong
	 

	 	Fax Number: +852-2295-0600
	 
	 	 
	Draper Fisher Jurveison ePIanet Ventures

	 	2113, Tower 1, China World Trade Center
	L.P., Draper Fisher Jurvetson ePIanet Ventures

	 	No. 1 Jianguomenwal Avenue
	GmbH & Co KG, Draper Fisher Jurvetson ePlanet

	 	Beijing 100004 PRC
	Partners Fund LLC

	 	Attn: Alvin Sun
	 

	 	Fax Number: +8610-6505-9395
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Draper Fisher Jurvetson
	 

	 	2882 Sand Hill Road
	 

	 	Suite 50
	 

	 	Menlo Park, CA 94025
	 

	 	Fax Number: 650-223-9233
	 

	 	Attn: Mr Mark Greenstein
	 
	 	 
	GE Capital Equity Investments Ltd

	 	201 Merritt 7
	 

	 	Norwalk, CT 06856
	 

	 	U.S.A.
	 

	 	Attn: General Counsel
	 

	 	With a copy to:
	 
	 	 
	 

	 	33/F, One Exchange Square
	 

	 	Central, Hong Kong
	 

	 	Attn: General Counsel
	 
	 	 
	Laoniu Investment Limited Co

	 	Chong’er Investment and Consultancy Co Ltd
	 

	 	23/F, Tower 3, Xihuan Plaza
	 

	 	No. 1, Xizhimenwai Street,
	 

	 	Xicheng District, Beijing, 100044
	 

	 	P.R C.
	 

	 	Attn: Brendan LI
	 
	 	 
	Kornhill Consulting Ltd

	 	c/o HiSoft Technology International Limited
	 

	 	Suite 702, Block B,
	 

	 	Horizon International Tower
	 

	 	No. 6 Zhichun Road, Haidian District
	 

	 	Beijing, P R C.
	 

	 	Fax Number: +86-10-8280-0505
	 

	 	Attn: Eddie Chan






 









 





EXHIBIT 2A.8




LIST OF PROHIBITED TRANSFEREES*




	1	 	Worksoft
	 
	2	 	Beyondsoft
	 
	3	 	Camelot
	 
	4	 	Sinocom
	 
	5	 	Chinasoft
	 
	6	 	Freeborders
	 
	7	 	DHC
	 
	8	 	Neusoft
	 
	9	 	Augmentum
	 
	10	 	ISoftstone
	 
	11	 	Achievo







 




			
	*	 	Each entity listed herein shall be deemed to include such entity’s Affiliates