Amendment to Investors' Rights Agreement



 Exhibit 4.14 
 AMENDMENT TO INVESTORS RIGHTS AGREEMENT 
 THIS AMENDMENT
(“Amendment”) effective on April 22 , 2010 (“Amendment Effective Date”) to that certain INVESTORS’ RIGHTS 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 10.13 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 10.13 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	Clause D of the Recitals shall be, and hereby is, amended to read as follows: 

 “The Company has agreed to issue to the Note Holders the Convertible Notes (the “Convertible Notes”) with an aggregate principal amount of US$38,000,000 pursuant to the Convertible
Note Purchase Agreement, dated as of December 18, 2009 (the “Convertible Note Purchase Agreement”) and its amendment dated April 22, 2010 (the “Amendment”), by and among the Company and the Note Holders and certain
other Persons contained therein” 
  

	1.2	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: 

 “Hua Ying” shall mean Hua Ying Management
Co., Limited 



, a company incorporated in Hong Kong. 
 “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. 
 “Memorandum and Articles of Association” shall mean the Fourth Amended and Restated Memorandum and articles of Association of the Company dated April 22 2010. 

 

	1.3	Section 7.1 of the Agreement shall be, and hereby is, amended to read as follows: 


“Board of Directors. Subject to Section 7.2, the Company’s Memorandum and Articles of Association shall provide for
a Board initially consisting of seven (7) directors. Immediately after the Closing, the Board shall be made up of two (2) directors representing the holders of Ordinary Shares, initially Liu Tianwen and Feng Yong (the “Founder
Directors”), one (1) director representing the Series A Preference Shares appointed by AsiaVest, initially Chung-kao Hsieh (the “Series A Directors”), one (1) director representing the Series B Preference Shares
appointed by Fidelity, initially Benson Tam (the “Series B Directors”), one (1) director representing the Note Holders appointed by Everbright, initially He Ling and two (2) independent directors including Al-Noor Ramji
and Xiaosong Zhang elected in accordance with the Memorandum and Articles of Association.” 








	1.4	Section 7.4 of the Agreement shall be, and hereby is, amended to read as follows: 


“Board Observer. For so long as Fidelity, Mitsui, Infotech, AsiaVest, Hua Ying and Everbright holds Equity Securities,
irrespective of whether it is entitled to, or has exercised its individual or a joint right, to appoint a director under this Section 7, each of Fidelity, Mitsui, Infotech, AsiaVest, Hua Ying and Everbright shall have the right to designate one
observer (the “Board Observer”) to attend and speak at all meetings of the Board and all committees thereof (whether in person, by telephonic or other means) in a non-voting, observer capacity and the Company shall provide to each
of the Board Observers, concurrently with the members of the Board, and in the same manner, notice of such meeting and a copy of all materials provided to such members.” 

 

	1.5	Section 7.10 of the Agreement shall be, and hereby is, amended to read as follows: 


“Compensation Committee and Audit Committee. The Company shall set up a compensation committee (the “Compensation
Committee”) and an auditing committee (the “Audit Committee”) (collectively, the “Committees”) upon the Closing, each with at least 4 members, The Audit Committee members shall include Xiaosong Zhang,
Chung-kao Hsieh, Benson Tam and AL-Noor Ramji which will be chaired by Xiaosong Zhang. The Compensation Committee members shall include Xiaosong Zhang, Chung-kao Hsieh, Benson Tam, Tianwen Liu and AL-Noor Ramji which will be chaired by AL-Noor
Ramji. The Compensation Committee shall be responsible for evaluating and recommending to the Board for action all matters related to the Group Companies’ annual compensation and/or bonus plan, and the Employee Incentive Plan, including all
compensation matters related to the senior management of the Company. The Audit Committee shall be responsible for internal audit and nomination of auditors for the Company. Any recommendation to be made to the Board shall require the approval by
all the members of the relevant Committees, including Benson Tam and Chung-kao Hsieh.” 
  

	1.6	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










			
	 Name of Note Holders
	 	 Address for Notices

		
	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

 

		
	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










			
	 Name of Note Holders
	 	 Address for Notices

		
		 	  
 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

 



	 	
 



  
 Attn: 



 Zhao Yongtao

		
	 Hua Ying Management Co., Limited

 



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



 Guo Ping


  

	1.7	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 Clause D of the Recitals, Amended Section 7.1, 7.4 and 7.10, Amended Schedule 4 and the definitions hereto, this Amendment shall prevail. 


 

	1.8	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. 


 

	1.9	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 Investors’ Rights 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:	 		 	Print Name:
	Title:	 		 	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 INVESTORS RIGHTS AGREEMENT 







 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	 		 	Print Name: Liu Tingru
	Title: Managing Director	 		 	Title: General Partner

 SIGNATURE
PAGE TO iSOFTSTONE HOLDINGS LIMITED 
 AMENDMENT TO INVESTORS RIGHTS AGREEMENT 







 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	 		 	Name: Allan Pelvang
	Title: Director	 		 	Title: Director
			
	 MITSUI VENTURES GLOBAL FUND
 By MVC Corporation as its general partner
	 		 	AsiaVest Opportunities Fund IV
					
	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 TO THE INVESTORS’ RIGHTS AGREEMENT 







 NOTE HOLDERS: 
  

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

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

	Name: Kiril IP	 		 	Name: Ying PAN
	Title: Authorized Signatory	 		 	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	 		 	Name: Katsuhiko Oizumi
	Title: Director	 		 	Title: President & CEO
	FIL Capital Management Limited as General Partner	 		 		 	
			
		 		 	INFOTECH PACIFIC VENTURES, L.P.
			
	ASIAVEST OPPORTUNITIES FUND IV	 		 	
				
		 		 	By	 	 /s/ Liu Tingru

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

 SIGNATURE PAGE TO iSOFTSTONE HOLDINGS LIMITED 

AMENDMENT TO INVESTORS RIGHTS AGREEMENT 








			
	JINYUAN DEVELOPMENT (HONGKONG) COMPANY LIMITED 




		
	By:	 	 /s/ Zhao Yongtao

	Name: Zhao Yongtao
	Title: Chairman

 SIGNATURE PAGE
TO iSOFTSTONE HOLDINGS LIMITED 
 AMENDMENT TO INVESTORS RIGHTS AGREEMENT 








			
	Hua Ying Management Co., Limited
	
	




		
	By:	 	 /s/ Ping Guo

	Name:
	Title:

 SIGNATURE PAGE TO
iSOFTSTONE HOLDINGS LIMITED 
 AMENDMENT TO INVESTORS RIGHTS AGREEMENT