Preferred Stock Purchase Agreement: Definition & Sample

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What is a Preferred Stock Purchase Agreement?

A preferred stock purchase agreement is a formal contract that outlines the terms and conditions of an agreement between two parties. This contract clearly states each party’s intentions regarding the sale of stocks by one party to another.

A preferred stock purchase agreement will include who is involved, when the agreement needs to be signed by both parties, and what happens if either party breaches its terms. For this legal document to remain valid, all involved parties must sign it before any transaction or shares change hands.

Common Sections in Preferred Stock Purchase Agreements

Below is a list of common sections included in Preferred Stock Purchase Agreements. These sections are linked to the below sample agreement for you to explore.

Preferred Stock Purchase Agreement Sample

PREFERRED STOCK PURCHASE AGREEMENT

dated as of June 2, 2008

GLOBAL BPO SERVICES CORP.

THE PURCHASER SIGNATORY HERETO

TABLE OF CONTENTS

PURCHASE AND SALE

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Company

Representations and Warranties of the Purchaser

OTHER AGREEMENTS OF THE PARTIES

Stockholder’s Agreement and Transfer Restrictions.

Furnishing of Information

Reservation and Listing of Securities.

Use of Proceeds

Approvals; Further Assurances; Taking of Actions.

Trust Fund Waiver

Securities Law Compliance

Notification of Certain Matters

Disclosure of Transactions and Other Material Information

Founder Warrants Subscription Agreement

Conditions Precedent to the Obligations of the Purchaser at the Closing

Conditions Precedent to the Obligations of the Company

Fees and Expenses

Successors and Assigns

No Third-Party Beneficiaries

Governing Law; Venue; Waiver of Jury Trial

Rescission and Withdrawal Right

Adjustments in Share Numbers and Prices

Tax Treatment of the Preferred Shares

PREFERRED STOCK PURCHASE AGREEMENT

This Preferred Stock Purchase Agreement is entered into and dated as of June 2, 2008 (this “ Agreement ”), by and between Global BPO Services Corp., a corporation incorporated under the laws of the state of Delaware (the “ Company ”) and Ares Corporate Opportunities Fund II, L.P. (the “ Purchaser ”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and in accordance with the Securities Act (as defined below) and the rules and regulations promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, certain securities of the Company pursuant to the terms set forth herein.

WHEREAS, concurrently with the execution of this Agreement, the Purchaser has entered into a Warrant Purchase Agreement, dated as of the date hereof (the “ Warrant Purchase Agreement ”), with certain individuals to purchase 7,500,000 warrants (the “ Founder Warrants ”) of the Company;

WHEREAS, as soon as practicable and legally permissible after the Closing (as defined below), the Company desires to commence a tender offer (the “ Tender Offer ”) to purchase from its stockholders up to 20,625,001 of the outstanding shares of common stock, $0.001 par value per share, of the Company, at a price of $8.00 per share.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth in this Section 1.1:

“ $ ” means U.S. Dollars.

“ Affiliate ” of a Person means any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the first Person. Without limiting the foregoing with respect to the Purchaser, any investment fund or managed account that is managed by the same investment manager as the Purchaser will be deemed to be an Affiliate of the Purchaser.

“ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in New York City are authorized or required by law or other governmental action to close.

“ Certificate of Designations ” means the certificate of designations of the Preferred Stock, in the form of Exhibit A .

“ Closing ” means the closing of the purchase and sale of the Shares pursuant to Section 2.1 .

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Common Shares ” means the shares of common stock of the Company, par value $0.001 per share, and any securities into which such shares may hereafter be reclassified.

“ Company Counsel ” means Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company.

“ Convertible Securities ” means any stock or securities directly or indirectly convertible into or exercisable or exchangeable for Common Shares.

“ Employees ” means the employees of the Company and the Subsidiaries.

“ Employment Laws ” means any and all applicable laws, including all statutes, codes, ordinances, decrees, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines and general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which the word is used and in respect of matters pertaining to employment.

“ Environmental Laws ” means any federal, state, local or foreign law (including common law), judicial decision, regulation, rule, judgment, order, decree, injunction, permit or governmental restriction or requirement or any agreement with any governmental authority or other third party, relating to land use or relating to pollution or protection of the environment, human health or safety, or natural resources such as wetlands, flora and fauna, including, without limitation, those relating to the storage, treatment, handling, transportation, distribution, generation or disposal, or the release of Hazardous Materials.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ GAAP ” means United States generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants or the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Company and its Subsidiaries throughout the period indicated.

“ Governmental Authority ” means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

“ Hazardous Materials ” means all pollutants, contaminants, wastes, chemicals, substances or materials, constituents or compounds in any form or of any nature, including landfill gas, asbestos or asbestos-containing materials, petroleum and petroleum products subject to regulation or which give rise to liability under any Environmental Law.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“ Intellectual Property ” means (a) patents (including all reissues, divisions, continuations, continuations-in-part, re-examinations and extensions thereof), patent applications, utility models and design rights; (b) unregistered trademarks, trademark registrations, trademark applications, unregistered service marks, service mark registrations and service mark applications; (c) unregistered copyrights, copyright registrations and copyright applications and renewals in connection therewith, together with all translations, adaptations, derivations and combinations thereof; (d) Internet domain names, applications and reservations therefor, uniform resource locators and the corresponding Internet sites; (e) any good will associated with any of the foregoing; and (f) all copies and tangible embodiments thereof (in whatever form or medium), and registrations, applications and renewals for any of the foregoing assets listed above.

“ knowledge ,” “ known ,” and words and phrases of similar import, when used with respect to respect to any Person that is not an individual means the knowledge of such Person’s officers, after reasonable inquiry.

“ Losses ” means any and all damages, fines, penalties, deficiencies, liabilities, claims, losses (including loss of value), judgments, awards, settlements, Taxes, actions, obligations and costs and expenses in connection therewith (including, without limitation, interest, court costs and fees and expenses of attorneys, accountants and other experts, and any other expenses of litigation or other Proceedings (including costs of investigation, preparation and travel) or of any default or assessment).

“ Material Adverse Effect ” means any circumstance, development, event, condition or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have (i) an adverse effect in any material respect on the legality, validity or enforceability of any Transaction Document or the Merger Agreement (as defined below), (ii) a material adverse effect on the results of operations, assets, liabilities, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impact in any material respect on the Company’s or any Subsidiary’s ability to perform fully or on a timely basis its obligations under any Transaction Document or the Merger Agreement.

“ Material Contract ” means any agreement that is or would be required to be filed as an exhibit to an SEC Report pursuant to Item 601(b)(10) of Regulation S-K of the Commission.

“ Options ” means any rights, warrants or options to, directly or indirectly, subscribe for or purchase Common Shares or Convertible Securities.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ PNC Credit Agreement ” means that draft credit agreement, dated March 14, 2008, in the form provided to Purchaser, to be entered into among the Company, Stream, PNC Bank, National Association and the other loan parties signatory thereto.

“ Preferred Stock ” means the Company’s Series A Convertible Preferred Stock, par value $0.001 per share, which is convertible into Common Shares and is to be issued pursuant to the Certificate of Designations.

“ Proceeding ” means an action, claim, suit, grievance, arbitration, complaint, notice of violation, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition).

“ Purchaser Counsel ” means Proskauer Rose LLP.

“ Registration Rights Agreement ” means that certain Registration Rights Agreement, dated as of the Closing Date, by and among the Company and the Purchaser, substantially in the form of Exhibit B , as the same may be amended, modified or supplemented from time to time.

“ Related Person ” means any Affiliate of the Purchaser and any officer, director, partner, controlling person, employee or agent of the Purchaser or any of its Affiliates.

“ Securities ” means the Shares, Founder Warrants and the Underlying Shares issued or issuable (as applicable) to the Purchaser pursuant to the Transaction Documents.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Shares ” means an aggregate of 150,000 shares of Preferred Stock which are subject to being purchased by the Purchaser pursuant to this Agreement on the Closing Date, on the terms and conditions set forth herein.

“ Stockholder’s Agreement ” means that certain Stockholder’s Agreement, dated as of the Closing Date, by and among the Company and the Purchaser, substantially in the form of Exhibit C .

“ Trading Day ” means (a) any day on which the Common Shares are listed or quoted and traded on the Trading Market, or (b) if the Common Shares are not then listed or quoted and traded on the Trading Market, then any Business Day.

“ Trading Market ” means The American Stock Exchange (“ AMEX ”) or, at any time the Common Shares are not listed for trading on AMEX, any other national exchange if the Common Shares are then listed or quoted on such exchange.

“ Transaction Documents ” means this Agreement, the Securities, the Registration Rights Agreement, the Stockholder’s Agreement, the Certificate of Designations, the Management Rights Letter and the Warrant Purchase Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“ Underlying Shares ” means the Common Shares issuable upon conversion of the Shares or exercise of the Founder Warrants or in satisfaction of any other obligation or right of the Company to issue Common Shares pursuant to the Transaction Documents, and in each case, any securities issued or issuable in exchange for or in respect of such securities.

“ U.S. ” means the United States of America.

PURCHASE AND SALE

2.1 Closing . Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Shares for a purchase price of $1,000 per share and an aggregate purchase price of $150,000,000 (the “ Purchase Price ”). The Closing shall take place at the offices of Company Counsel, 60 State Street, Boston, MA 02109, at or before 10:00 a.m. Eastern time, after the satisfaction or waiver of all of the conditions set forth in Section 5.1 and Section 5.2 (other than those conditions that by their nature must be satisfied on the Closing Date), or at such other location or time as the parties may agree (such date on which the Closing occurs being hereinafter referred to as the “ Closing Date ”).

2.2 Closing Deliveries .

(a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i) evidence that the Certificate of Designations has been filed and become effective on or prior to the Closing Date with the Secretary of State of the State of Delaware;

(ii) the executed legal opinion of Company Counsel, in the form attached hereto as Exhibit D ;

(iii) a certificate dated as of the Closing Date and signed by the chief executive officer of the Company certifying as to the fulfillment of each of the conditions set forth in Section 5.1 ;

(iv) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions adopted by the Company’s Board of Directors in a form reasonably acceptable to such Purchaser, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing.

(v) the Stockholder’s Agreement in the form of Exhibit C , duly executed by the Company;

(vi) the Registration Rights Agreement in the form of Exhibit B , duly executed by the Company and the other entities and individuals listed on the signature pages thereto;

(vii) certificates representing the number of the Shares, registered in the name of the Purchaser or its designee;

(viii) a letter relating to certain management rights in the form of Exhibit E , duly executed by the Company; and

(ix) any other document reasonably requested by the Purchaser or Purchaser Counsel.

(b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company the following: (i) the Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document to which the Purchaser is a signatory, duly executed by the Purchaser.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . The Company represents and warrants to the Purchaser that, except as set forth in (i) the Section or subsection of the Disclosure Schedule delivered by the Company to the Purchaser contemporaneously with the execution and delivery of this Agreement corresponding to the Sections or subsections of this Article 3; and (ii) the reports filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since July 10, 2007 (the foregoing materials being collectively referred to herein as the “ SEC Reports ”, as of the date hereof and as of the Closing Date, that the statements contained in this Section 3.1 are true and correct. The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Section 3.1 , and shall qualify (1) the corresponding paragraph in this Section 3.1 and (2) the other paragraphs in this Section 3.1 only to the extent that it is reasonably apparent from a reading of such disclosure that it also qualifies or applies to such other paragraphs.

(a) Subsidiaries . The Company does not directly or indirectly control or own any interest in any other corporation, partnership, joint venture or other business association or entity, other than Global BPO Security Corporation and River Acquisition Subsidiary Corp. (the “ Subsidiaries ”). The Company owns, directly or indirectly, all of the capital stock of the Subsidiaries free and clear of any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction (collectively, “ Liens ”), other than restrictions on transfer arising under U.S. federal or state securities laws and regulations. All the issued and outstanding shares of capital stock of the Subsidiaries are validly issued and fully paid, non-assessable and free of preemptive and similar rights. For purposes of clarity, Stream Holdings Corporation (“ Stream ”) and its subsidiaries shall not be considered “Subsidiaries” for purposes of this Agreement.

(b) Organization and Qualification . Each of the Company and the Subsidiaries is an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted or contemplated to be conducted, except in the case of Subsidiaries where the failure to be in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each

of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Authorization; Enforcement . The Company has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (the “ Transactions ”) and otherwise to carry out its obligations hereunder and under the Transaction Documents. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation of the Transactions have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company, its board of directors or its stockholders other than the Required Approvals (as defined below). Each Transaction Document to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

(d) No Conflicts . The execution, delivery and performance of the Transaction Documents to which the Company is a party by the Company and the consummation of the Transactions do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, or (iii) assuming that the Required Approvals (as defined below) are obtained, result in a violation of any law, rule, regulation, order (including federal and state securities laws and regulations) or the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, or by which any property or asset of the Company or any Subsidiary is bound or affected (collectively, “ Laws ”), or any judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any Subsidiary is subject.

(e) Filings, Consents and Approvals . Neither the Company nor any Subsidiary is required to obtain any material consent, waiver, authorization or order of, or make any filing or registration with, any Governmental Authority or other Person in connection with the execution or delivery by the Company of the Transaction Documents to which it is a party or the consummation of the Transactions, other than (i) the required filing of the Certificate of Designations contemplated by Section 2.2(a)(i) , (ii) the filing with the Commission of any registration statement pursuant to the Registration Rights Agreement, (iii) the approval from the Trading Market for the listing of the Underlying Shares for trading thereon, (iv) the filing following the Closing Date of a Form D with the Commission and compliance with the securities and blue sky laws in the states in which the Shares and the Underlying Shares, are offered and sold, if any, (v) the filing of a Schedule TO, and other related filings, with the Commission with respect to the Tender Offer (as earlier defined), (vi) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (vii) the filing of a proxy statement and other soliciting materials with the Commission in connection with seeking stockholder approval for the sale and

issuance of the Shares and the acquisition of Stream pursuant to this Agreement and the Merger Agreement (as defined in Section 3.1(z) ) and (viii) the approval of the shareholders of the Company for the issuance of the Shares and the terms thereof (collectively, the “ Required Approvals ”).

(f) Issuance of the Securities . The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens and shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a number of Common Shares for issuance upon the conversion of the Shares and exercise of the Founder Warrants not less than the total number of Underlying Shares. Neither the issuance of the Shares to the Purchaser or the issuance of the Underlying Shares upon conversion of the Shares and exercise of the Founder Warrants will subject the Purchaser to any liability or obligation of any kind in respect of or relating to the operation of the business of the Company.

(i) The authorized capital stock of the Company consists of (a) 119,000,000 shares of common stock, par value $0.001 per share, 31,250,000 of which shares were issued in the initial public offering of the Company (the “ IPO ”) and are outstanding and 7,812,500 shares of which were issued to certain officers, directors and Affiliates of the Company and are outstanding, and (b) 1,000,000 shares of preferred stock $0.001 par value, none of which are outstanding. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. As of the date hereof, there are (i) warrants with an exercise price of $6.00 per share to purchase up to 31,250,000 Common Shares (the “ IPO Warrants ”) issued in the IPO; (ii) Options to purchase 1,562,500 units with an exercise price of $9.60 per unit (except that the exercise price of the warrants underlying such units equals $7.20 per share Common Share) (the “ Underwriter Options ”); and (iii) 7,500,000 outstanding Founder Warrants with an exercise price of $6.00 per share to purchase up to 7,500,000 shares of the Common Shares issued to certain officers, directors and Affiliates of the Company (together with the IPO Warrants, the “ Company Warrants ”). Except as described in this Section 3.1(g) , there are no other issued or outstanding shares of capital stock as of the date hereof or Options to acquire capital stock or securities convertible or exchangeable into shares of capital stock of the Company. All outstanding shares of Common Shares, all of the outstanding Company Warrants, and all of the Underwriter Options have been issued and granted in compliance with (x) all applicable securities laws and, in all material respects, other applicable Laws and (y) all requirements set forth in any applicable Material Contract. The Company has delivered to the Purchaser complete and correct copies of the Company Warrants and Underwriter Options, including all documents relating thereto.

(ii) Except as set forth in this Section 3.1(g) there are no outstanding (i) shares of capital stock of or other voting securities or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in the Company or (iii)

options or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock or other voting securities or ownership interests in or any securities convertible into or exchangeable for capital stock or other voting securities or ownership interests in the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “ Company Securities ”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities, except for the repurchase by the Company of Common Shares in connection with the exercise of dissenters’ conversion rights pursuant to its Certificate of Incorporation.

(h) SEC Reports; Press Releases; Financial Statements . The SEC Reports constitute all reports required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since July 10, 2007. The Company has filed each of the SEC Reports on a timely basis. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial position of the Company and its Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments which will not be material. The Company has filed as exhibits to its SEC Reports all Material Contracts to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject that are required to be filed. The Company does not have pending before the Commission any request for confidential treatment of information. The Company is in compliance with applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the Commission thereunder in effect as of the date of this Agreement, except where such noncompliance, individually or in the aggregate, has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.

(i) Taxes . The Company and the Subsidiaries have accurately prepared and timely filed all material federal, state, local and foreign income and franchise and other Tax returns required to be filed and have paid all Taxes due whether or not shown on such returns, and no Tax deficiency has been determined adversely to the Company or the Subsidiaries. No Tax returns of the Company or any Subsidiary have been, or are currently being, audited, and to the Company’s knowledge, no Tax deficiency assessment or proposed adjustment against the Company or any Subsidiary is pending. Neither the Company nor any Subsidiary has waived or extended any statute of limitations at the request of any taxing authority. There are no outstanding Tax sharing agreements or other such arrangements between the Company or any Subsidiary and any other person. Neither the Company nor any of its Subsidiaries has engaged in a listed transaction, or to the knowledge of the Company, a reportable transaction, each as described in Treasury Regulation Section 1.6011-4. For purposes of this Agreement, “Taxes”

means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind in the nature of taxes (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any governmental authority or other taxing authority, including: taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts, property, sales, use, payroll, employment, social security, workers’ compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes; license, registration and documentation fees; and customer’s duties, tariffs and similar charges.

(j) Material Changes . Since March 31, 2008, except as specifically disclosed in the SEC Reports, there has been no event, occurrence or development that, individually or in the aggregate, has resulted in, or that could reasonably be expected to result in, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has (i) altered its method of accounting or the identity of its auditors, (ii) declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, except for the Redemption Agreement (as defined in the Merger Agreement) or (iii) issued any equity securities to any officer, director or Affiliate.

(k) Litigation . There is no Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents, the Transactions or the Securities or (ii) has, individually or in the aggregate, resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any director or officer thereof (in his or her capacity as such), is or has been found liable or guilty in any Proceeding involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company, any Subsidiary or any current or former director or officer thereof (in his or her capacity as such).

(l) Labor Relations . The Company and the Subsidiaries (i) are in compliance with all terms and conditions of employment and all Employment Laws and (ii) have not and are not engaged in any unfair labor practice and no unfair labor practice complaint, or arbitration proceeding is pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary.

(m) Employee Benefits .

(i) Section 3.1(m) of the Disclosure Schedule contains a complete and accurate list of all Company Plans. For purposes of this Section 3.1(m) , a “ Company Plan ” shall mean any Employee Benefit Plan maintained, or contributed to (including any multiemployer plan, as defined in Section 3(37) of ERISA) by the Company, any Subsidiary or any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Internal Revenue Code of 1986, as amended (the “ Code ”)), (2) a group of trades or businesses under

common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Company or any Subsidiary (an “ ERISA Affiliate ”), except that Company Plan shall not include any plan covering employees of Stream. For purposes of this Section 3.1(m) , “ Employee Benefit Plan ” shall mean any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation. Neither the Company, any Subsidiary, nor any ERISA Affiliate has any liability in respect of post-retirement health, medical or life insurance benefits for any former or current employees of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980 of the Code.

(ii) Each Company Plan has been administered in all material respects in accordance with its terms and each of the Company, the Subsidiaries and the ERISA Affiliates has in all material respects met its obligations with respect to each Company Plan and has made all required contributions thereto. The Company, each Subsidiary and each Company Plan are in compliance in all material respects with the currently applicable provisions of ERISA and the Code and the regulations thereunder (including Section 4980 B of the Code, Subtitle K, Chapter 100 of the Code and Sections 601 through 608 and Section 701 et seq. of ERISA). All filings and reports as to each Company Plan required to have been submitted to the Internal Revenue Service or to the United States Department of Labor have been duly submitted. No Company Plan has assets that include securities issued by the Company or any ERISA Affiliate.

(iii) The consummation by the Company of the transactions contemplated by this Agreement will not entitle any employee or independent contractor of the Company or any Subsidiary to severance pay, a parachute payment or accelerate the time of payment or vesting or trigger any payment of funding of compensation, benefits, grants or awards under, increase the amount payable or trigger any other material obligation pursuant to, any Company Plan.

(n) Compliance . Except as has not resulted in, and is not reasonably expected to result in, a Material Adverse Effect (either individually or in the aggregate), to the knowledge of the Company, neither the Company nor any Subsidiary:

(i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any Material Contract (and to the knowledge of the Company no other party is, in default thereunder), which default would give the other party the right to terminate or modify in any material respect such Material Contract or would accelerate any payment or material obligation by the Company or any Subsidiary;

(ii) is in violation of any order of any Governmental Authority;

(iii) has violated (nor has any employee of the Company violated) the U.S. Foreign Corrupt Practices Act, as amended; and

(iv) no current stockholder, director, officer, employee or agent of the Company or of any Subsidiary has, directly or indirectly, made or agreed to make on behalf of, or for the benefit of, the Company, any unlawful or illegal (X) payment, (Y) gift or (Z) political contribution to any customer, supplier, governmental employee or other Person who is or may be in a position to assist or hinder the business of the Company or any Subsidiary.

(o) Regulatory Permits . The Company and the Subsidiaries possess and are in compliance with the terms and conditions of, all certificates, authorizations, approvals and permits necessary for the Company or any such Subsidiary to own, lease and operate its properties or to conduct their respective businesses as described in the SEC Reports (collectively, “ Permits ”), except where the failure to posses or comply with a Permit, individually or in the aggregate, has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect, and to the Company’s knowledge neither the Company nor any Subsidiary has received any written notice of Proceedings relating to the revocation or modification (wherein such modification would have a Material Adverse Effect) of any Permit.

(p) Patents and Trademarks . The Company and the Subsidiaries own, or possess a valid and enforceable written license to use, all Intellectual Property that is used or held for use by the Company or its Subsidiaries in connection with their respective businesses as described in the SEC Reports, as currently conducted, except where such failure to so possess, individually or in the aggregate, has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.

(q) Insurance . The Company and the Subsidiaries are insured against such losses and risks and in such amounts as are reasonably prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary has any knowledge or notice that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business on terms consistent with the market for the Company’s and such Subsidiaries’ respective lines of business. All premiums due and payable with respect to the insurance policies maintained by the Company and the Subsidiaries have been paid to date.

(r) Transactions With Affiliates . Except as set forth in the SEC Reports, none of the officers, directors or stockholders or other Affiliates of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director, or such Affiliate or, to the knowledge of the Company, any entity in which any officer, director, or Affiliate has a substantial interest or is an officer, director, trustee or partner. To the knowledge of the

Company, none of the Employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as an Employee, and other than immaterial arrangements inherited in connection with an acquisition by the Company of a business with which that Employee was previously associated), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any Employee or, to the knowledge of the Company, any entity in which any Employee has a substantial interest or is an officer, director, trustee or partner.

(s) Certain Fees . No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions provided for in this Agreement. Except for the Purchaser’s interest in the Company following the Closing, the Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement. The Company shall indemnify and hold harmless the Purchaser, its employees, officers, directors, agents, partners and Affiliates, from and against all claims, Losses, damages, costs (including the costs of preparation and attorney’s fees) and expenses suffered in respect of any such claimed or existing fees, as such fees and expenses are incurred.

(t) Private Placement . Neither the Company nor any Person acting on the Company’s behalf has sold or offered to sell or solicited any offer to buy the Securities by means of any form of general solicitation or advertising. Neither the Company nor any of its Affiliates nor any Person acting on the Company’s behalf has, directly or indirectly, at any time within the past six months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Section 4(2) of the Securities Act or Regulation D under the Securities Act in connection with the offer and sale of the Securities to the Purchaser as contemplated hereby or (ii) cause the offering of the Securities pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including without limitation under the rules and regulations of the Trading Market.

(u) Listing and Maintenance Requirements . The Common Shares, IPO Warrants and units to purchase one Common Share and one IPO Warrant are listed and posted for trading on the Trading Market and the Company has not, since October 23, 2007, received notice from the Trading Market to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is in compliance in all material respects with all such listing and maintenance requirements and, after giving effect to the transactions contemplated hereby and by the other Transaction Documents, will remain in compliance in all material respects with all such listing and maintenance requirements, except where such non-compliance is caused by a reduction in the number of holders of Common Shares as a result of the Tender Offer or the cancellation of Common Shares upon the exercise of dissenters’ conversion rights pursuant to the Company’s Certificate of Incorporation.

(v) Registration Rights . The Company has not granted or agreed to grant to any Person any rights (including “piggy back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that are currently pending and that have not been satisfied.

(w) Application of Takeover Protections . The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.

(x) Investment Company . The Company is not, and is not an Affiliate of, an investment company within the meaning of the Investment Company Act of 1940, as amended.

(y) Environmental Matters . The Company and the Subsidiaries have complied in all material respects with all applicable Environmental Laws. The Company and the Subsidiaries have not received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in violation of or liable under any Environmental Law. The Company and the Subsidiaries are not subject to any orders, decrees, injunctions or other arrangements with any Governmental Authority or subject to any indemnity or other agreement with any third party relating to Liability under any Environmental Law.

(z) Stream . The Company has entered into an Agreement and Plan of Merger, dated as of January 27, 2008, as amended as of June 2, 2008 (as in effect on the date hereof, the “ Merger Agreement ”), with River Acquisition Subsidiary Corp., a wholly-owned subsidiary of the Company, and Stream and such Merger Agreement is in full force and effect. The Company has provided Purchaser with true, complete and correct copies of all exhibits, schedules and/or annexes to the Merger Agreement and of any other agreements that have been entered into in connection with the Merger Agreement. To the knowledge of the Company, the representations and warranties of Stream in the Merger Agreement are true and correct in all material respects (without giving effect to any qualifications as to materiality therein), Stream is in compliance in all material respects with all covenants under the Merger Agreement, and there has been no event, circumstance or condition that could result in a default under the Merger Agreement or has given rise to, or could reasonably be expected to give rise to, a right of termination by the Company under the Merger Agreement. The representations and warranties of the Company in the Merger Agreement are true and correct in all material respects (without giving effect to any qualifications as to materiality therein), the Company is in compliance in all material respects with all covenants under the Merger Agreement, and there has been no event, circumstance or condition that could result in a default under the Merger Agreement or has given rise to, or could reasonably be expected to give rise to, a right of termination by Stream under the Merger Agreement. The acquisition of Stream pursuant to the Merger Agreement will, if consummated in accordance with the terms of the Merger Agreement, satisfy the requirements for the consummation of, and will constitute, a Business Combination (as defined in the Company’s Second Amended and Restated Certificate of Incorporation).

(aa) Manipulation of Price . The Company has not and to its knowledge no one acting on its behalf has, directly or indirectly, (i) taken any action designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

(bb) Trust Fund . As of the date hereof and at the Closing Date, the Company has or its Subsidiaries have and will have at least $245,000,000 (the “ Trust Fund ”), invested in U.S. government securities or in money market funds in a trust account at Banc of America LLC (the “ Trust Account ”), held in trust by Continental Stock Transfer & Trust Company (the “ Trustee ”) pursuant to the Investment Management Trust Agreement between the Company and the Trustee (the “ Trust Agreement ”). Upon consummation of the merger pursuant to the Merger Agreement and notice thereof to the Trustee, the Trust Account will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable to the Company, its Subsidiaries or designees the Trust Fund held in the Trust Account , which Trust Fund will be (i) free of any Lien, proceeding or order whatsoever, after taking into account (A) the Conversion Payments (as defined in the Merger Agreement), (B) the deferred underwriters discount of up to $7,500,000 and any accrued and unpaid expenses and (ii) an amount at least equal to the purchase price payable under the Merger Agreement. Effective as of the Closing, the obligations of the Company to dissolve or liquidate within the specified time period contained in the Company’s certificate of incorporation will terminate, and effective as of the Closing the Company shall have no obligation whatsoever to dissolve and liquidate the assets of the Company by reason of the consummation of the merger contemplated by the Merger Agreement or the transactions contemplated thereby. Following the Effective Time, no Company stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder votes against the approval of this Agreement and the transactions contemplated thereby and demands, contemporaneous with such vote, that the Company convert such stockholder’s IPO Shares (as defined in the Merger Agreement) into a Conversion Payment (as defined in the Merger Agreement) pursuant to the Company’s certificate of incorporation.

3.2 Representations and Warranties of the Purchaser . The Purchaser hereby represents and warrants to the Company as follows:

(a) Investment Intent . The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The Purchaser is not acquiring the Securities with a view to any distribution thereof or with any present intention of offering or selling any of the Securities in a transaction that would violate the Securities Act or any state securities laws or any other applicable jurisdiction, without prejudice, however, to the Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal or state securities laws. Nothing contained herein shall be deemed a representation or warranty by the Purchaser to hold the Securities for any period of time. The Purchaser understands that the Securities have not been registered under the Securities

Act, and therefore the Securities may not be sold, assigned or transferred in the U.S. other than pursuant to (i) a registration statement under the Securities Act, or (ii) an exemption from such registration requirements.

(b) General Solicitation . The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(c) Organization . The Purchaser was not organized for the specific purpose of acquiring the Shares or the Underlying Shares.

(d) Reliance on Exemptions . The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s representations and warranties set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

(e) Organization; Authority . The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware with the requisite partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Purchaser of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate or, if the Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of the Purchaser. Each of the Transaction Documents to which the Purchaser is a party has been duly executed by the Purchaser and, when delivered by the Purchaser in accordance with terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms.

(f) Broker-Dealer . The Purchaser is not a registered broker-dealer or engaged in the business of a broker-dealer.

OTHER AGREEMENTS OF THE PARTIES