Amendment to Right of First Refusal and Co-Sale Agreement



 Exhibit 4.17 
 AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 
 THIS
AMENDMENT (“Amendment”) effective on April 22, 2010 (“Amendment Effective Date”) to that certain RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (“Agreement”), dated as of December 23, 2009
(the “Signing Date”) , is entered into by and among the following parties (hereinafter referred to individually as a “Party” or collectively as “Parties”): 

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 persons and 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 Investors attached hereto as Amended Schedule 4 as holders of the Company’s Convertible Notes (the “Note Holders”). 
 Each of the parties referred here is individually a “Party”, and collectively “Parties”. 
 The terms defined herein should have the same meaning as in the Agreement. 

RECITALS 
  

	A.	WHEREAS, the Company and the Founders deem it advisable and in the best interests of each Party hereto to issue an additional US$5 million principal amount of
the convertible note in the form of the Convertible Note to Hua Ying Management Co., Limited 



 (“Hua Ying”) in order to advance the Company’s long-term business interests; 

  

	B.	WHEREAS, Section 8.13 of the Agreement expressly permits the Agreement to be amended by an instrument in writing signed on behalf of each of the Parties
hereto; 

  

	C.	WHEREAS, each of the respective Parties to the Agreement hereby agree to amend the terms of the Agreement relating to Hua Ying’s subscription of the
convertible note. 









	D.	WHEREAS, for value received, the sufficiency of which is hereby acknowledged, each Party to the Agreement hereby executes this Amendment in accordance with
Section 8.13 of the Agreement; 

 NOW, THEREFORE, in consideration of the foregoing and the respective
agreements set forth below, the parties agree as follows: 
 I AMENDMENT OF AGREEMENT 

 

	1.1	Effective from the Amendment Effective Date, each of the following definitions appearing in Section I (Definitions) of the Agreement shall be, and is hereby
amended and re-stated in its entirety as follows: 

 “Majority Note Holders” shall mean
(i) where the aggregate Principal Amount of the Convertible Notes issued under the Convertible Note Purchase Agreement is US$30 million or more, the Note Holder(s) who hold(s) more than fifty percent (50%) of the aggregate principal amount
of all of the Convertible Notes outstanding at the time of determination, or (ii) where the aggregate Principal Amount of the Convertible Notes issued under the Convertible Note Purchase Agreement is less than US$30 million, the Note Holder(s)
who hold(s) more than sixty-six percent (66%) of the aggregate principal amount of all of the Convertible Notes outstanding at the time of determination. 
  

	1.2	Schedule 4 of the Agreement shall be amended and restated to read as follows: 

 Schedule of Note Holders 
  

							
	 Name of Note Holders
	 	 Address for Notices

		
	CSOF Technology Investments Limited	 	8/F, Industrial Bank Building, 4013 Shennan Road,
		 	Shenzhen 518048, China
			
		 	Tel:	 	86-755-83026750/83024369(direct)
			
		 	Fax:	 	86-755-83026751
			
		 	Attn:	 	Feng Lu
		
	SeaBright China Special Opportunities Fund II, LP	 	8/F, Industrial Bank Building, 4013 Shennan Road,
		 	Shenzhen 518048, China
			
		 	Tel:	 	86-755-83026750/83024369 (direct)
			
		 	Fax:	 	86-755-83026751
			
		 	Attn:	 	Feng Lu
			
	Asia Ventures II L.P.	 	c/o	 	FIL Capital Management (Hong Kong)
		 		 	Limited
			
		 		 	Suites 7013 - 7015, 70th Floor
		 		 	Two International Finance Center
		 		 	8 Finance Street, Central, Hong Kong SAR
				
		 		 	Tel:	 	+852.2629.2800 (main)
				
		 		 		 	+852.2629.2832 (direct)
				
		 		 	Fax:	 	+852.2509.0371
				
		 		 	Attn:	 	Ted Chua









							
	 Name of Note Holders
	 	 Address for Notices

			
	AsiaVest Opportunities Fund IV	 	c/o	 	Taipei office’s address:
			
		 		 	11/F, 318 Ruei Guang Road, Nei Hu
		 		 	District
		 		 	Taipei 114, Taiwan
				
		 		 	Tel:	 	+886.227972989*310
				
		 		 	Fax:	 	+886.227978289
				
		 		 	Attn:	 	Janet Tai
		
	Infotech Pacific Ventures, L.P.	 	Rm. 203, Cyber Tower B
		 	No. 2 Zhongguangcun Nan Da Jie
		 	Haidian District, Beijing 100086
		 	P.R. China
			
		 	Tel:	 	+86.10.8251.2081
			
		 	Fax:	 	+86.10.8251.5186
			
		 	Attn:	 	Liu Tingru
			
	 Mitsui Ventures Global Fund
	 	c/o	 	MVC Corporation Beijing Office
		 		 	Rm. 3303, China World Tower 1
		 		 	China World Trade Center
		 		 	No. 1 Jianguomenwai Avenue
		 		 	Beijing 100004, P.R. China
				
		 		 	Tel:	 	+86.10.6505.5308
				
		 		 	Fax:	 	+86.10.6505.3128
				
		 		 	Attn:	 	Kenjiro Watanabe, Principal
				
		 		 	e-mail:	 	k.watanabe@mvc.com.cn
		
		 	With copy to:
			
		 		 	MVC Corporation
		 		 	KDDI Otemachi Bldg, 16F, 1-8-1,
		 		 	Otemachi, Chiyoda-ku, Tokyo 100-0004,
		 		 	JAPAN
				
		 		 	Tel:	 	81-3-5229-2251
				
		 		 	Fax:	 	81-3-3272-5315
				
		 		 	Attn:	 	Katsuhiko Oizumi, President & CEO
				
		 		 	e-mail:	 	oizumi@mitsuiventures.com
		
	 Jinyuan Development (Hong Kong)
 Company Limited
	 	 No. 879, Hongqiao Road, Wuxi, Jiangsu 





 




			
	



	 	Attn:	 	



 Zhao Yongtao
		
	 Hua Ying Management Co., Limited
  

 



	 	 2001-2005, The Center, 99 Queen’s Road, Central,
 Hong Kong

			
		 	Attn:	 	



 Guo Ping









	1.3	Each Party hereby re-affirms that to the extent that the terms and conditions contained in the Agreement and its attached Schedules and Exhibits conflict in any way
with the this Amendment, including Amended Schedule 4 and the definition hereto, this Amendment shall prevail. 

  

	1.4	Except as otherwise provided in this Amendment, 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” in the Agreement and its attached Schedules and Exhibits shall be deemed to be references to the Agreement as amended by this Amendment. 


 

	1.5	Hua Ying, by the execution of this Amendment hereafter become bound by the terms and conditions of the Agreement and to the Company itself to adhere to and be bound by
and subject to all the duties, burdens and obligations of a holder of the Convertible Notes imposed thereto and all documents expressed in writing to be supplemental or ancillary to the Agreement from time to time. All reference to the
“Investors” in the Agreement as amended by this Amendment and its attached Schedules and Exhibit shall be deemed to include Hua Ying. 








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

									
	 COMPANY
	 		 		 	
				
	 iSOFTSTONE HOLDINGS LIMITED
	 		 		 	
					
	By	 	 /s/ Tianwen Liu
	 		 		 	
	 Print Name:

Title:
	 		 		 	
				
	 FOUNDERS:
	 		 		 	
			
	 TEKVENTURE LIMITED
	 		 	 UNITED INNOVATION (CHINA) LIMITED

					
	By	 	 /s/ Tianwen Liu 
	 		 	By	 	 /s/ Yong Feng

	 Print Name:

Title:
	 		 	 Print Name:

Title:

			
	 /s/ Tianwen Liu
	 		 	 /s/ Yong Feng

			
	 LIU, Tianwen



, as an individual
	 		 	 FENG, Yong 



 (also known as Frank FENG), as an individual


 SIGNATURE PAGE TO iSOFTSTONE
HOLDINGS LIMITED 
 AMENDMENT TO ROFR 







 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 TO ROFR 







 SERIES B HOLDERS: 
  

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

	By: FIL Asia Ventures Limited, its General Partner	 		 	By: FIL Asia Ventures Limited, its General Partner
					
	By:	 	 /s/ Allan Pelvang
	 		 	By:	 	 /s/ Allan Pelvang

	 Name: Allan Pelvang

Title: Director
	 		 	 Name: Allan Pelvang
 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
 Title: President & CEO
	 		 	 Print Name: T.J. Huang
 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 TO ROFR 







 NOTE HOLDERS: 
  

									
	 CSOF TECHNOLOGY INVESTMENTS LIMITED
	 		 	 SEABRIGHT CHINA SPECIAL OPPORTUNITIES FUND II, LP

					
	By:	 	 /s/ Kiril IP
	 		 	By:	 	 /s/ Ying PAN

	 Name: Kiril IP

Title: Authorized Signatory
	 		 	 Name: Ying PAN

Title: Authorized Signatory

			
	 ASIA VENTURES II L.P.
	 		 	 MITSUI VENTURES GLOBAL FUND
 By MVC Corporation as its general partner

					
	By:	 	 /s/ Allan Pelvang
	 		 	By	 	 /s/ Katsuhiko Oizumi

	 Name: Allan Pelvang

Title: Director
	 		 	 Name: Katsuhiko Oizumi
 Title: President & CEO

	 FIL Capital Management Limited as General Partner
	 		 	
			
		 		 	 INFOTECH PACIFIC VENTURES, L.P.

				
	 ASIAVEST OPPORTUNITIES FUND IV
	 		 		 	
				
		 		 	By	 	 /s/ Liu Tingru

	 By
	 	 /s/ T. J. Huang
	 		 	 Name: Liu Tingru

Title: General Partner

	 Name: T. J. Huang

Title: Managing Director
	 		 	

 SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED 

AMENDMENT TO ROFR 








									
	 JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED
	 		 	
			
	
 



	 		 	
					
	 By:
	 	 /s/ Zhao Yong Tao
	 		 		 	
	 Name: Zhao Yong Tao

Title: Chairman
	 		 	

 SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED 

AMENDMENT TO ROFR 








									
	 Hua Ying Management Co., Limited
	 		 	
			
	
 



	 		 	
					
	 By:
	 	 /s/ Ping Guo
	 		 		 	
	 Name:

Title:
	 		 	

 SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED 

AMENDMENT TO ROFR