Amendment No. 2 to Investors' Rights Agreement, dated as of November 26, 2010



 Exhibit 4.18 
 AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT 
 THIS AMENDMENT
NO. 2 (“Amendment”) to that certain SECOND AMENDED AND RESTATED INVESTORS’RIGHTS AGREEMENT dated December 23, 2009 and as amended on April 22, 2010 (the “Agreement”), is entered into by and among the following
parties on November 26, 2010: 
 iSoftStone Holdings Limited, a Cayman Islands exempted company (the
“Company”), and 
 Tekventure Limited, a British Virgin Islands business company
(“Tekventure”), 
 United Innovation (China) Limited, a British Virgin Islands business company
(“UIL”), 
 LIU Tianwen (



) (PRC Passport#G02295104), 
 FENG Yong (



) (also known as Frank FENG) (PRC ID#110108196906281814), 
 the entities set
forth in the Schedule of Series A Shareholders attached as Schedule 2 to the Agreement as existing holders of Series A Preference Shares of the Company (the “Series A Holders”); 

the entities set forth in the Schedule of Series B Shareholders attached as Schedule 3 to the Agreement as existing holders of
Series B Preference Shares of the Company (the “Series B Holders”); and 
 the entities set forth
in the Schedule of Note Holders attached as Schedule 4 to the Agreement as holders of the Company’s Convertible Notes (the “Note Holders”). 
 Each of the parties hereto is individually a “Party”, and collectively “Parties”. 
 The terms not defined but otherwise used herein should have the same meaning as in the Agreement. 
 RECITALS 
  

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

  

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








  

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

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

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

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

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

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

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


 

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


  

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


 [Signature Page Follows] 







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

	
	COMPANY
	
	iSOFTSTONE HOLDINGS LIMITED

  

			
	By	 	 /s/ Tianwen Liu

	 Print Name: Tianwen Liu
 Title: Chief Executive Officer


  

									
	FOUNDERS:	 		 		  	
			
	TEKVENTURE LIMITED	 		 	UNITED INNOVATION (CHINA) LIMITED
					
	By	 	 /s/ Tianwen Liu
	 		 	By	  	 /s/ Feng Yong

	 Print Name: Tianwen Liu
 Title:
	 		 	 Print Name: Feng Yong

Title:

			
	 /s/ Tianwen Liu
	 		 	 /s/ Feng Yong

	 LIU, Tianwen (



), as an individual
	 		 	 FENG, Yong (



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


 SIGNATURE PAGE TO iSOFTSTONE
HOLDINGS LIMITED 
 AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT 







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

									
	AsiaVest Opportunities Fund IV	 	Infotech Ventures Cayman Company
					
	By	 	 /s/ T.J. Huang
	 		 	By	 	 /s/ Liu Tingru

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


 SIGNATURE PAGE TO iSOFTSTONE HOLDINGS
LIMITED 
 AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT 







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

									
	 FIDELITY ASIA VENTURES FUND L.P.
 By: Fidelity Asia Partners, L.P., its General Partner
 By: FIL Asia Ventures Limited, its General
Partner
	 		 	 FIDELITY ASIA PRINCIPALS FUND L.P.
 By: Fidelity Asia Partners, L.P., its General Partner
 By: FIL Asia Ventures Limited, its General
Partner

					
	By	 	 /s/ Allan Pelvang
	 		 	By	  	 /s/ Allan Pelvang

	Print Name: Allan Pelvang	 		 	Print Name: Allan Pelvang
	Title: Director	 		 	Title: Director
			
	MITSUI VENTURES GLOBAL FUND	 		 	AsiaVest Opportunities Fund IV
	By MVC Corporation as its general partner	 		 		  	
					
	By	 	 /s/ Katsuhiko Oizumi
	 		 	 By
	  	 /s/ T.J. Huang

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

				
	Infotech Pacific Ventures, L.P.	 		 		  	
					
	By	 	 /s/ Liu Tingru
	 		 		  	
	Print Name: Liu Tingru	 		 		  	
	Title: General Partner	 		 		  	

 SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED 

AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT 







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

									
	CSOF TECHNOLOGY INVESTMENTS	 		 	SEABRIGHT CHINA SPECIAL
	LIMITED	 		 	OPPORTUNITIES FUND II, LP
					
	By	 	 /s/ Kiril IP
	 		 	By	  	 /s/ YING PAN

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

	Print Name: Allan Pelvang	 		 	Print Name: Katsuhiko Oizumi
	Title: Director	 		 	Title: President & CEO
			
	ASIAVEST OPPORTUNITIES FUND IV	 		 	INFOTECH PACIFIC VENTURES, L.P.
					
	By	 	 /s/ T.J. Huang
	 		 	By	  	 /s/ Liu Tingru

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


SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED 
 AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT 








									
	 JINYUAN DEVELOPMENT (HONG KONG)
 COMPANY LIMITED





 



	 		 	 Hua Ying Management Co., Limited
  

 




					
	By	 	 /s/ Zhao Yongtao
	 		 	By	  	 /s/ Ping Guo

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

 SIGNATURE PAGE TO
iSOFTSTONE HOLDINGS LIMITED 
 AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT