EXHIBIT 25
EXECUTION VERSION
COMMON STOCK AND WARRANT PURCHASE AGREEMENT
August 31, 2004
COMMON STOCK AND WARRANT PURCHASE AGREEMENT
This COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") is made
and entered into as of August 31, 2004, by and among Symphony House Berhad, a
company incorporated in Malaysia (the "Purchaser"), and each of those persons
and entities, severally and not jointly, whose names are set forth on the
"Schedule of the Selling Shareholders" attached hereto as Exhibit A (which
persons and entities are hereinafter collectively referred to as "Selling
Shareholders" and each individually as a "Selling Shareholder").
RECITALS
WHEREAS, each of the Selling Shareholders is (or at the Closing, as
defined in Section 2.1, will be) the registered holder and beneficial owner of
the number of shares of common stock, par value of US$0.01 per share (the
"Common Stock"), of Vsource, Inc., a Delaware corporation ("Vsource"), and
warrants dated November 21, 2002 to purchase Common Stock (the "Warrants") as
set forth in Exhibit A hereto; and
WHEREAS, each of the Selling Shareholders desires to sell, and the
Purchaser desires to purchase, the Common Stock and Warrants held by each
Selling Shareholder on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, representations, warranties, and covenants hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. AGREEMENT TO SELL AND PURCHASE
1.1 SALE AND PURCHASE OF COMMON STOCK. Subject to the terms of this
Agreement, at the Closing (as defined below) each of the Selling Shareholders
shall sell as legal and beneficial owner, and the Purchaser shall purchase, free
from all liens, charges and encumbrances and together with all rights attaching
to them, the number of shares of Common Stock set forth opposite its name in
column 2 of Exhibit A hereto, at a purchase price of US$0.50 per share.
1.2 SALE AND PURCHASE OF WARRANTS. Subject to the terms of this
Agreement, at the Closing each of the Selling Shareholders shall sell as legal
and beneficial owner, and the Purchaser shall purchase, free from all liens,
charges and encumbrances and together with all rights attaching to them, the
number of Warrants set opposite its name in column 3 of Exhibit A hereto, at a
purchase price of US$0.25 per Warrant.
1.3 WAIVER OF TRANSFER RESTRICTIONS. Each of the Selling Shareholders
hereby waives and agrees to procure the waiver of any restrictions on transfer
(including pre-emption rights) that it has a right to waive and which may exist
in relation to the Common Stock or the Warrants held by such Selling
Shareholder, whether under the articles of association of Vsource or otherwise.
2. CLOSING, DELIVERY AND PAYMENT
2.1 CLOSING. The closing of the sale and purchase of the Common Stock
and Warrants under this Agreement (the "Closing") shall take place on any
business day within five days after the completion of the Symphony Tender Offer
and the Vsource Asia Share Offer (as defined herein), at the offices of ▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, Hong Kong, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or
at such other time or place as any Selling Shareholder and the Purchaser may
mutually agree following the completion of the Symphony Tender Offer and the
Vsource Asia Share Offer (such date is hereinafter referred to as the "Closing
Date").
2.2 DELIVERY. At the Closing, subject to the terms and conditions
hereof, each of the Selling Shareholders will deliver to the Purchaser either in
electronic or physical certificated form (duly endorsed in favor of the
Purchaser) the number of shares of Common Stock and Warrants to be purchased at
the Closing from such Selling Shareholder by the Purchaser, against payment of
the purchase price of such Common Stock and Warrants by wire transfer to an
account of such Selling Shareholder.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS
Each Selling Shareholder, severally and not jointly, solely as to itself
and not as to any other Selling Shareholder, represents and warrants to the
Purchaser, as of the date hereof, the following:
3.1 BENEFICIAL OWNER. Such Selling Shareholder is (or at the Closing
will be) the registered holder and beneficial owner of the number of shares of
Common Stock and Warrants set forth opposite its name in columns 2 and 3 of
Exhibit A hereto, respectively. After the Closing and completion of the
transactions contemplated herein with respect to such Selling Shareholder, such
Selling Shareholder will not hold any preferred stock, Common Stock, Warrants or
securities of Vsource, or options to acquire other securities of Vsource.
3.2 PRICE AND PERIOD. The Warrants, if any, set forth opposite such
Selling Shareholder's name in column 3 on Exhibit A (i) are or will be,
exercisable to purchase the number of shares of Common Stock set forth opposite
such Selling Shareholder's name in column 4 of Exhibit A hereto at a price of
US$0.01 per share of Common Stock at any time during the period from April 1,
2005 at 9.00 p.m., Hong Kong time to March 30, 2006 at 5.00 p.m., Hong Kong
time, if certain events have not occurred prior to January 31, 2005, which
events as of the date hereof have not occurred, to the knowledge of such Selling
Shareholder, and (ii) to the extent such Selling Shareholder holds Warrants, the
Warrant exercise period and the Warrant exercise price may not be changed or
revised by Vsource without such Selling Shareholder's prior written consent.
3.3 NO ENCUMBRANCES. The Common Stock and the Warrants held by such
Selling Shareholder as set forth in Exhibit A are not subject to any claims,
charges, liens or encumbrances.
3.4 AUTHORIZATION. Such Selling Shareholder has the full right, power
and authority to execute, deliver and perform its obligations under this
Agreement, and all corporate documentation or action required to be taken by
such Selling Shareholder in order to execute, deliver and perform its
obligations under this Agreement, has been taken
- 2 -
by it, and, this Agreement when executed and delivered by such Selling
Shareholder will constitute a valid and binding obligation of such Selling
Shareholder, enforceable in accordance with its terms, except (a) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting enforcement of creditors' rights or (b) as limited
by laws relating to the availability of specific performance, injunctive relief,
or other equitable remedies.
3.5 COMPLIANCE WITH OTHER INSTRUMENTS. Neither the execution, delivery
or performance of this Agreement by such Selling Shareholder nor the compliance
by such Selling Shareholder with any of the provisions hereof including the
subsequent transfer of the Common Stock and Warrants to the Purchaser will (i)
constitute or result in a breach or violation by such Selling Shareholder of its
articles of association or other constituent documents (if such Selling
Shareholder is an entity), (ii) constitute or result in a violation by such
Selling Stockholder of any law, rule, regulation, judgment, injunction, order,
decree or other restriction of any court or governmental authority, (iii)
constitute or result in a violation or breach of, or constitute (with or without
due notice or lapse of time or both) a default or give rise to any right of
termination, cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, lease license, contract,
agreement or other instrument or obligation to which such Selling Shareholder is
a party or by which it or any of its respective properties or assets may be
bound or (iv) require any filing with, or permit, authorization, consent or
approval of, any governmental authority by such Selling Shareholder except as
required under Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 13d-2 of the Exchange Act; except, in the case of
subclause (iii), for violations, breaches and defaults that, individually and in
the aggregate, would not materially impair the ability of such Selling
Shareholder to perform its obligations hereunder.
3.6 BANKRUPTCY/INSOLVENCY/REORGANIZATION/MORATORIUM. During the past
five years, (1) no court has entered a decree or order for (A) relief in respect
of it in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, (B) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
it or for all or substantially all of its property and assets or (C) the winding
up or liquidation of its affairs and, if so, in each case, such decree or order
is stayed and no longer in effect; and (2) it has not been insolvent and has not
(A) commenced a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consented to the entry of an
order for relief in an involuntary case under any such law, (B) consented to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for it or for all or
substantially all of its property and assets or (C) effected any general
assignment for the benefit of its creditors. Such Selling Shareholder is not
currently undergoing a reorganization of capital or shareholding nor is there a
moratorium on the disposal of its respective portion of Common Stock and
Warrants; except, in the case of subclause (1), for violations, breaches and
defaults that, individually and in the aggregate, would not materially impair
the ability of such Selling Shareholder to perform its obligations hereunder.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to each Selling Shareholder, as of
the date hereof, the following:
- 3 -
4.1 AUTHORIZATION. The Purchaser has the full right, power and authority
to execute, deliver and perform its obligations under this Agreement, and all
corporate documentation or action required to be taken by it in order to
execute, deliver and perform its obligations under this Agreement, has been
taken by it, and, this Agreement when executed and delivered by it will
constitute a valid and binding obligation of the Purchaser, enforceable in
accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights or (b) as limited by laws relating to
the availability of specific performance, injunctive relief, or other equitable
remedies.
4.2 COMPLIANCE WITH OTHER INSTRUMENTS. Neither the execution, delivery
or performance of this Agreement by the Purchaser nor the compliance by the
Purchaser with any of the provisions hereof including the subsequent transfer of
the Common Stock and Warrants from each Selling Shareholder to the Purchaser
will (i) constitute or result in a breach or violation by the Purchaser of its
articles of association or other constituent documents, (ii) constitute or
result in a violation by the Purchaser of any law, rule, regulation, judgment,
injunction, order, decree or other restriction of any court or governmental
authority, (iii) constitute or result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default or give rise to
any right of termination, cancellation or acceleration) under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, lease license,
contract, agreement or other instrument or obligation to which the Purchaser is
a party or by which it or any of its respective properties or assets may be
bound or (iv) require any filing with, or permit, authorization, consent or
approval of, any governmental authority by the Purchaser except (A) the filing
of a Schedule 13D under the Exchange Act and (B) the obtaining of approval from
the Malaysia Controller of Foreign Exchange for Malaysian exchange control
purposes; except, in the case of subclause (iii), for violations, breaches and
defaults that, individually and in the aggregate, would not materially impair
the ability of the Purchaser to perform its obligations hereunder.
4.3 BANKRUPTCY/INSOLVENCY/REORGANIZATION/MORATORIUM. During the past
five years, (1) no court has entered a decree or order for (A) relief in respect
of it in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, (B) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
it or for all or substantially all of its property and assets or (C) the winding
up or liquidation of its affairs and, if so, in each case, such decree or order
is stayed and no longer in effect; and (2) it has not been insolvent and has not
(A) commenced a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consented to the entry of an
order for relief in an involuntary case under any such law, (B) consented to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for it or for all or
substantially all of its property and assets or (C) effected any general
assignment for the benefit of its creditors. The Purchaser is not currently
undergoing a reorganization of capital or shareholding; except, in the case of
subclause (1), for violations, breaches and defaults that, individually and in
the aggregate, would not materially impair the ability of the Purchaser to
perform its obligations hereunder.
- 4 -
5. CONDITIONS TO CLOSING
5.1 CONDITIONS TO PURCHASER'S OBLIGATIONS AT THE CLOSING. Purchaser's
obligations to purchase the Common Stock and Warrants from a Selling Shareholder
at the Closing are subject to the condition that all representations and
warranties and other statements of such Selling Shareholder herein are, at and
as of such Closing Date, true and correct, the condition that such Selling
Shareholder shall have performed all of its obligations to be performed
hereunder, and satisfaction, on or prior to the Closing Date, of the following
additional conditions:
(a) CLOSING CERTIFICATE. The Purchaser shall have received on the
Closing Date from such Selling Shareholder a certificate, dated the Closing Date
and signed by the Selling Shareholder (if a natural person) or an executive
officer of such Selling Shareholder (if an entity) to the effect that the
representations and warranties of such Selling Shareholder contained in this
Agreement are true and correct as of the Closing Date and that such Selling
Shareholder has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before the
Closing Date.
(b) COMPLETION OF THE SYMPHONY TENDER OFFER AND THE VSOURCE ASIA
SHARE OFFER. The offer to purchase for cash of up to 100,078,000 of the issued
and paid-up capital of Ironbeak Limited ("Ironbeak") at US$0.158 per share (the
"Symphony Tender Offer") and the offer to sell up to 47,906 shares of Vsource
Asia Berhad at US$89.05 per share (the "Vsource Asia Share Offer") by Symphony
House Berhad shall have been completed upon the terms and subject to the
conditions, respectively, of the Symphony Tender Offer and the Vsource Asia
Share Offer and all of such conditions shall have been satisfied or fulfilled,
including the condition that the holders of 75% of the shares of Ironbeak shall
have tendered their shares of Ironbeak to the Purchaser in the Symphony Tender
Offer.
(c) NO STOP ORDER. At the Closing Date, the completion of the
transactions contemplated by this Agreement will not be prohibited by any law or
regulation of the United States or Malaysia, and no stop order suspending the
completion of the transactions contemplated by this Agreement shall have been
issued by the United States Securities and Exchange Commission (the
"Commission") or the regulatory authorities of any state of the United States or
Malaysia, and no proceeding for that purpose shall have been initiated or
pending, or shall be threatened, or to the knowledge of the Selling
Shareholders, contemplated by the Commission or the regulatory authorities of
any state of the United States or Malaysia.
(d) CONSENTS AND APPROVALS. All regulatory, governmental,
administrative, and other third party consents or approvals necessary for the
consummation of the transactions contemplated hereunder shall have been obtained
by such Selling Shareholder.
The Purchaser agrees that its obligation to purchase the Common Stock and
Warrants from each Selling Shareholder is an independent obligation and that if
each of the conditions set forth in this Section 5.1 are satisfied with respect
to any Selling Shareholder, as applicable, then the Purchaser shall be obligated
to purchase the Common Stock and Warrants owned by such Selling Shareholder,
even if the conditions set forth in this Section 5.1 are not satisfied with
respect to other Selling Shareholders.
- 5 -
5.2 CONDITIONS TO OBLIGATIONS OF THE SELLING SHAREHOLDERS. Each Selling
Shareholder's obligation to sell their respective Common Stock and Warrants at
the Closing is subject to the condition that all representations and warranties
and other statements of the Purchaser herein are, at and as of such Closing
Date, true and correct, the condition that the Purchaser shall have performed
all of its obligations to be performed hereunder, and satisfaction, on or prior
to the date of the Closing, of the following additional conditions:
(a) COMPLETION OF THE SYMPHONY TENDER OFFER AND THE VSOURCE ASIA
SHARE OFFER. The Symphony Tender Offer and the Vsource Asia Share Offer shall
have been completed upon the terms and subject to the conditions, respectively,
of the Symphony Tender Offer and the Vsource Asia Share Offer.
(b) CONSENTS AND APPROVALS. All regulatory, governmental,
administrative, and other third party consents or approvals necessary for the
consummation of the transactions contemplated hereunder shall have been obtained
by the Purchaser.
6. INDEMNITY
Each of the Selling Shareholders, severally and not jointly, indemnifies
and holds harmless the Purchaser and each person, if any, who controls the
Purchaser within the meaning of either Section 15 of the United States
Securities Act of 1933, as amended (the "Securities Act") or Section 20 of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and each affiliate of the Purchaser within the meaning of Rule 405 under the
Securities Act, from and against all losses, claims, damages or liabilities,
joint or several (which shall, for all purposes of this Agreement, include but
not be limited to, all reasonable costs of defense and investigation and all
attorneys' fees), to which the Purchaser or such controlling person may become
subject, under the Securities Act, and any rules or regulations promulgated
thereunder, the Exchange Act, and any rules or regulations promulgated
thereunder, or any state law or regulation, or common law, arising out of,
related to or in any way attributable to the Purchaser's purchase of the Common
Shares and Warrants, including, but not limited to, investigations, proceedings,
claims or actions and any expenses, losses, damages or liabilities (or actions
in respect thereof), but in any case only to the extent that arise out of, or
are based upon any breach of, any representation, warranty, agreement or
covenant of such Selling Shareholder contained herein. Upon written request,
such Selling Shareholder agrees to reimburse the Purchaser for any legal or
other expenses reasonably incurred in connection with investigating or defending
any such investigations, proceedings, claims or actions, as such expenses or
other costs are incurred. The Purchaser may select their own counsel at their
absolute discretion. Notwithstanding any of the foregoing, the liability of each
Selling Shareholder pursuant to this Section 6 shall not exceed the aggregate
amount received by such Selling Shareholder in (1) the transaction contemplated
under this Agreement; and (2) the Symphony Tender Offer.
7. TERMINATION
7.1 COMPLETION DATE. If the sale and purchase of the Common Stock and
Warrants of a Selling Shareholder contemplated hereunder is not completed by
November 30, 2004, this Agreement may be terminated at any time thereafter:
- 6 -
(a) by the Purchaser, with respect to such Selling Shareholder,
with notice to such Selling Shareholder, and
(b) by such Selling Shareholder, but only with respect to such
Selling Shareholder, with notice to the Purchaser.
7.2 TERMINATION FOR STOP ORDER. This Agreement shall automatically
terminate if a stop order pursuant to Section 5.1(c) is issued. In such case, no
party shall have any recourse against the others following the termination of
this Agreement, provided that nothing herein shall limit the rights of any party
to seek and obtain injunctive relief to specifically enforce the obligations of
any other party under this Agreement.
8. MISCELLANEOUS
8.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the state of New York.
8.2 SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by the Purchaser and the
closing of the transactions contemplated hereby.
8.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
8.4 ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.
8.5 SEVERABILITY. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
8.6 AMENDMENT AND WAIVER. Neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated other than by a written instrument
signed by the Selling Shareholders and the Purchaser.
8.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement shall impair any
such right, power or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of or in
any similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent or approval of any kind or character on
any party's part of any breach, default or noncompliance under this Agreement or
any waiver on such party's part of any provisions or conditions of the Agreement
must be in writing and shall be effective only to the extent specifically set
forth in such writing. All remedies under this Agreement or otherwise afforded
to any party, shall be cumulative and not alternative.
- 7 -
8.8 NOTICES. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, and if not, then on the next
business day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with an internationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications
shall be sent to the Purchaser at the address as set forth below and to the
Selling Shareholders at the address set forth in Exhibit A attached hereto or at
such other address as the Selling Shareholders or Purchaser may designate by ten
(10) days advance written notice to the other parties hereto.
If to the Purchaser:
Symphony House Berhad
Attn: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
Address: ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Bandar ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
Malaysia
Facsimile: ▇▇▇▇-▇▇▇▇ ▇▇▇▇
8.9 EXPENSES. Each of the Selling Shareholders and the Purchaser shall
bear its own expenses and legal fees incurred on its own behalf with respect to
this Agreement and the transactions contemplated hereby.
8.10 TITLES AND SUBTITLES. The titles of the sections and subsections of
the Agreement are for convenience of reference only and are not to be considered
in construing this Agreement.
8.11 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
- 8 -
IN WITNESS WHEREOF, the parties hereto have executed the COMMON STOCK AND
WARRANT PURCHASE AGREEMENT as of the date set forth in the first paragraph
hereof.
"PURCHASER":
SYMPHONY HOUSE BERHAD
a Malaysian corporation
Signature:
_____________________________________
Print Name: Dato' ▇▇▇▇▇ ▇▇▇▇▇
____________________________________
Title: Group Chief Executive
_________________________________________
"SELLING SHAREHOLDERS":
▇▇▇▇▇▇▇ ▇▇▇▇▇
Signature:
_____________________________________
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
____________________________________
Title:
_________________________________________
(if applicable)
▇▇▇▇▇▇ ▇▇▇▇▇
Signature:
_____________________________________
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇
____________________________________
Title:
_________________________________________
(if applicable)
ASIA INTERNET INVESTMENT GROUP I, LLC
By:
_____________________________________
Print Name:
____________________________________
Title:
_________________________________________
(if applicable)
BAPEF INVESTMENTS XII LTD.
By:
_____________________________________
Print Name:
____________________________________
Title:
_________________________________________
(if applicable)
- 9 -
CAPITAL INTERNATIONAL ASIA CDPQ INC.
By:
_____________________________________
Print Name:
____________________________________
Title:
_________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇
By:
_____________________________________
Print Name:
____________________________________
Title:
_________________________________________
(if applicable)
- 10 -
EXHIBIT A
SCHEDULE OF SELLING SHAREHOLDERS
AGGREGATE NUMBER
OF SHARES OF
COMMON STOCK
ISSUABLE UPON
NUMBER OF SHARES NUMBER OF EXERCISE OF THE AGGREGATE
NAME AND ADDRESS OF COMMON STOCK(1) WARRANTS(2) WARRANTS PURCHASE PRICE
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 334,080 None None US$167,040.0
c/o Vsource (USA) Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 142,672 None None US$71,336.0
c/o Vsource (Asia) Ltd
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Asia Internet Investment Group I, 17,349 None None US$8,674.5
LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
BAPEF Investments XII Ltd. 154,159 None None US$77,079.5
▇▇ ▇▇▇ ▇▇▇
▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇. Peter's Port
Guernsey GY1 3ZD
Capital International Asia CDPQ Inc. None 1,000,000 1,000,000 US$250,000.0
▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ US$300.0
c/o Vsource (Asia) Ltd
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Total: 648,860 1,000,000 1,000,000 US$574,430.0
----------
(1) Includes in-the-money stock options that the Selling Shareholders will
exercise prior to the Closing Date.
(2) Warrants are not exercisable until April 1, 2005.