ACQUISITION AGREEMENT

Exhibit 2.1

EXECUTION COPY

ACQUISITION AGREEMENT

by and between

eTELECARE GLOBAL SOLUTIONS, INC.

and

EGS ACQUISITION CO LLC

Dated as of September 19, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

INDEX OF DEFINED TERMS

ACQUISITION AGREEMENT

     This ACQUISITION AGREEMENT (hereinafter called this “ Agreement ”), dated as of September 19, 2008, by and between eTelecare Global Solutions, Inc., a Philippine corporation (“ Company ”), and EGS Acquisition Co LLC, a Delaware limited liability company (“ Purchaser ”).

W I T N E S S E T H:

     WHEREAS, the Board of Directors of Company and the Board of Managers of Purchaser have approved the acquisition of at least a controlling interest in Company by Purchaser on the terms and subject to the conditions set forth in this Agreement;

     WHEREAS, pursuant to this Agreement, Purchaser has agreed to commence a tender offer (such offer as it may be amended from time to time as permitted by this Agreement, the “ Offer ”) to purchase all of Company’s issued and outstanding common shares, par value PhP2.00 per share listed on the Philippine Stock Exchange, Inc. (the “ Common Shares ”) and all of Company’s issued and outstanding American Depositary Shares traded on the Nasdaq Global Market (the “ ADSs ”) (which ADSs, together with the Common Shares are hereinafter referred to as the “ Shares ”), at a price per Share of $9.00(USD) (the “ Offer Price ”) (subject to certain deductions described in Section 1.6), net to the seller in cash, upon the terms and subject to the conditions set forth in this Agreement; provided that, the Offer will provide that the Common Shares may, at the election of the holder, be purchased by Purchaser in the Offer in Philippine Pesos at a price per Common Share determined by multiplying the Offer Price by the U.S. Dollar/Philippine Peso exchange rate then in effect at the closing of the business day immediately preceding the Acceptance Date as quoted by the Hongkong Shanghai Banking Corporation (or a published rate of a comparable bank);

     WHEREAS, the Board of Directors of Company has (i) determined that the Offer and the other transactions contemplated hereby are fair to and in the best interests of Company and its shareholders, (ii) adopted and approved this Agreement and the transactions contemplated hereby in accordance with the Corporation Code of the Philippines including its implementing rulings, circulars or memoranda (the “ PCC ”) and (iii) declared the advisability of this Agreement and resolved to recommend that Company’s shareholders accept the Offer and tender their respective Shares to Purchaser in the Offer;

     WHEREAS, Purchaser has required, as a condition to its willingness to enter into this Agreement, that Crimson Velocity Fund, L.P., Crimson Asia Capital L.P, Crimson Investment LTD., AIG Asian Opportunity Fund LP, and Newbridge International Investment Ltd (each a “ Principal Shareholder ” and collectively the “ Principal Shareholders ”) each enter into a Support Agreement, dated as of the date hereof (each a “ Support Agreement ” and collectively, the “ Support Agreements ”), simultaneously herewith, pursuant to which, among other things, the Principal Shareholders have agreed to tender all Shares they beneficially own in the Offer, on the terms and subject to the conditions provided for in the Support Agreements; and

WHEREAS, Company and Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the Offer and to prescribe certain conditions to the Offer;

     NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I — THE OFFER

     1.1 The Offer . (a) Provided that this Agreement shall not have been terminated in accordance with Article V hereof and none of the events or conditions set forth in Annex I hereto (the “ Tender Offer Conditions ”) shall have occurred or be existing and not have been waived by Purchaser, Purchaser shall (i) within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “ Exchange Act ”) and within the meaning of The Securities Regulation Code of the Philippines (including the rules and regulation promulgated thereunder, the “ SRC ”), as promptly as reasonably practicable (but in any event no later than the Final Launch Date (as defined below)), commence (such date on which the offer commences in the United States, the “ Launch Date ”) an offer to purchase (or, if required by applicable Law commence separate offers in the United States and the Philippines to purchase) all outstanding Common Shares and ADSs at the Offer Price, (ii) as promptly as reasonably practicable (on or prior to the Launch Date), file a Tender Offer Statement on Schedule TO and all other necessary documents with the United States Securities and Exchange Commission (the “ SEC ”) and a Form 19-1 with the Philippine Securities and Exchange Commission (the “ PSEC ”) and make all announcements, deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act and under Rule 19 of the SRC, in each case in connection with the Offer (together, such documents as may be amended and supplemented, the “ Offer Documents ”) and (iii) use reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Company shall cooperate and give all reasonable assistance to Purchaser to enable Purchaser to comply with the foregoing provisions, including promptly and accurately providing to Purchaser any and all information and documents reasonably requested by Purchaser for this purpose. The obligation of Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the satisfaction or waiver by Purchaser of the conditions set forth in Annex I hereto. Company agrees that no Shares held by Company or any of its Subsidiaries will be tendered to Purchaser pursuant to the Offer. For the purpose of this Agreement, the “ Final Launch Date ” shall be the date that is twenty-five (25) business days following public announcement of this Agreement; provided; however, if at 11:59 pm New York City time on the twenty-fifth business day following public announcement of this Agreement, either the SEC or PSEC has not granted in writing exemptive relief from compliance with, and taken a “no action” position with respect to, (with respect to the SEC) the rules promulgated under the Exchange Act and (with respect to the PSEC) the rules and regulations promulgated under the PCC and SRC, in connection with the Offer, as described in Schedule 1.1(a) attached hereto (the “ No Action Relief ”), but Purchaser (i) has submitted to the SEC or PSEC a draft or final request for such relief and (ii) is using all reasonable efforts to pursue the No Action Relief, such time period shall automatically extend until the date that is five (5) business days after Purchaser has received the No Action Relief; provided further that if, on what would otherwise be the Final Launch Date, Purchaser is still

preparing or finalizing the Offer Documents and/or making or finalizing preparations to commence the Offer and is using all reasonable efforts to do so, the Final Launch Date shall automatically extend for an additional ten (10) business days. The obligation of the Purchaser to commence the Offer as provided in this Section 1.1(a) is subject to Purchaser not being entitled to terminate this Agreement pursuant to Section 5.4(d) . Following the date hereof, the parties hereto shall use their reasonable efforts to commence the Offer as promptly as reasonably practicable.

          (b) Purchaser expressly reserves the right to amend or waive any of the conditions set forth in Annex I hereto (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided that without the prior written consent of Company, Purchaser shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, impose additional conditions to the Offer, amend the Minimum Condition (as defined in Annex I hereto) or amend any other term of the Offer in any manner adverse to the holders of Shares. The Offer shall remain open at least until the date that is 20 business days after the commencement of the Offer (the “ Expiration Date ”), unless Purchaser shall have extended the period of time for which the Offer is open in accordance with the terms of this Agreement, in which event the term “ Expiration Date ” shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the Tender Offer Conditions are not satisfied or waived by Purchaser, Purchaser may extend the Offer from time to time; provided, however , Purchaser may not extend the Offer beyond the 60th day following the Launch Date without Company’s prior written consent. Subject to the terms of the Offer and this Agreement and the satisfaction of all the Tender Offer Conditions as of the Expiration Date, Purchaser will accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable but in any event no later than ten (10) business days after the Expiration Date (the date that Purchaser accepts for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer shall be referred to as the “ Acceptance Date ”), the date that Purchaser pays for such Shares, which shall in any event occur no later than ten (10) business days after the Acceptance Date, shall be referred to as the “Payment Date” and for the avoidance of doubt, the Payment Date for the Offer in respect of the ADSs will be as promptly as practicable, subject to applicable Law, on the Acceptance Date and references in this Agreement to Payment Date relating to ADSs will be considered to mean the relevant Acceptance Date). Without the prior written consent of Company, Purchaser shall not accept for payment or pay for any Shares in the Offer if, as a result, Purchaser would acquire less than the number of Shares necessary to satisfy the Minimum Condition (as defined in Annex I ). Purchaser may provide a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act and Rule 19 under the SRC immediately following the Acceptance Date on substantially the same terms as the Offer and keep such subsequent offer open for at least 20 business days after the commencement of such subsequent offering period (the “ Subsequent Offering ”). As used in this Agreement, a “ business day ” shall mean any day of the year other than a Saturday, Sunday or any other day on which banks located in New York, New York USA or Makati City or Manila, Philippines are generally closed for business.

          (c) Purchaser represents that the Offer Documents will comply as to form in all material respects with the provisions of applicable United States federal securities laws and Philippine securities laws and, on the date filed with the SEC or PSEC, as applicable, and on the

date first published, sent or given to Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Purchaser with respect to information supplied by Company for inclusion in the Offer Documents. Company shall promptly provide Purchaser with all information concerning Company that is required to be included in the Offer Documents. Purchaser, on the one hand, and Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC or PSEC, as applicable and to be disseminated to shareholders of Company, in each case, as and to the extent required by applicable United States federal securities laws and Philippines securities laws, as applicable. Company shall extend all reasonable assistance to Purchaser for this purpose. Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or PSEC, as applicable, and shall promptly give their comments to Purchaser. Purchaser shall give good faith consideration to any comments made by Company or its counsel. Purchaser agrees to provide Company and its counsel any comments that Purchaser or its counsel may receive from the SEC or PSEC or the staff thereof with respect to the Offer Documents promptly after receipt of such comments.

     1.2 Company Actions . (a) Company shall, as promptly as practicable (but after affording Purchaser and its counsel a reasonable opportunity to review and comment thereon and giving good faith consideration to any comments made by Purchaser or its counsel) file with the SEC and mail to the holders of Shares, as promptly as practicable on the date of the filing by Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “ Schedule 14D-9 ”) reflecting the recommendation of the Board of Directors of Company that holders of Shares tender their Shares into the Offer and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and Company hereby represents, that the Board of Directors of Company, at a meeting duly called and held at which a quorum was present throughout, has (i) unanimously determined by vote of its directors in attendance that the Offer is fair to and in the best interests of Company and its shareholders, (ii) adopted and approved this Agreement in accordance with the PCC and the SRC and (iii) resolved to recommend to the holders of the Shares to accept the Offer, and tender their Shares into the Offer (the “ Company Recommendation ”). The recommendation of Company’s Board of Directors described in this section shall not be withdrawn or modified except in accordance with the terms of this Agreement. Company further represents that, prior to the execution hereof, Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”) has delivered to the Board of Directors of Company its opinion that, as of the date of such opinion, the consideration to be received by the holders of Shares pursuant to the Offer is fair from a financial point of view to such holders (other than Purchaser or any of its Affiliates (as defined in Section 2.1(a)). Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Board of Directors of Company described in this Section 1.2(a) . Company also represents to Purchaser and authorizes Purchaser to state in the Offer Documents, that all directors and executive officers of Company who have knowledge of this Agreement on the date hereof have advised that they intend to tender all Shares they own into the Offer.

          (b) Company represents that the Schedule 14D-9 shall comply as to form in all material respects with the provisions of applicable United States federal securities laws and Philippines securities laws and, on the date filed with the SEC and on the date first published, sent or given to Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Company with respect to information supplied by Purchaser for inclusion in the Schedule 14D-9. Each of Company, on the one hand, and Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to shareholders of Company, in each case, as and to the extent required by applicable securities laws. Company shall provide to Purchaser and its counsel in writing any comments Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments.

          (c) Company shall, as soon as practicable, and on the same or next business day from its filing of Schedule 14D-9 with the SEC, file the same document (including any corrections, supplements or amendments thereto) with the PSEC under PSEC Form 17-C, with a copy to the Philippine Stock Exchange, Inc. (the “ PSE ”).

          (d) In connection with the Offer, Company will promptly furnish Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Common Shares and ADSs as of the most recent practicable date and shall furnish Purchaser with such additional available information (including updated lists of holders of Common Shares and ADSs and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other information and assistance as Purchaser or its agents may reasonably request in communicating the Offer to Company’s record and beneficial shareholders. Subject to the requirements of applicable Law, and except for such steps as are reasonably necessary to disseminate the Offer Documents, Purchaser and its Affiliates, associates, agents and advisors shall keep such information confidential and use the information contained in any such labels, listings and files (except for those which are already publicly available) only in connection with the Offer and, should the Offer terminate or if this Agreement shall be terminated, will destroy all copies of such information then in their possession.

     1.3 Directors . (a) Subject to compliance with applicable Law, promptly upon the payment by Purchaser for Shares pursuant to the Offer representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter as Shares are acquired by Purchaser, Purchaser shall be entitled to designate for appointment or election such number of directors, rounded up to the next whole number, on the Board of Directors of Company as is equal to the product of the total number of directors on the Board of Directors of Company (determined after giving effect to the directors elected as contemplated by this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or its Affiliates bears to the total number of Shares then outstanding (including for this purpose all Shares that are accepted for payment pursuant to the Offer, but excluding any

shares held by Company and its Subsidiaries), and Company shall promptly take all actions necessary to allow Purchaser’s designees to be so elected, including, if necessary, (1) calling for a meeting of the Board of Directors and/or shareholders of Company to elect Purchaser’s designees, (2) to the extent necessary, calling for a meeting of the Board of Directors and shareholders of the Company for the purpose of increasing the size of such Board of Directors or obtaining the resignation of such number of its directors as is necessary to give effect to the foregoing provision and (3) registering at least one Share, duly endorsed and delivered by the Purchaser or its Affiliates for this purpose, in the name of each such designee in the books of Company to qualify him or her as a director. At such time, Company shall also, upon the request of Purchaser, cause such persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on Company’s Board of Directors of (i) each committee of Company’s Board of Directors, subject to compliance with applicable securities laws and the rules of the Nasdaq Global Market (“ NASDAQ ”), SRC and PSE, and (ii) each board of directors (or similar body) of each Subsidiary of Company and each committee of each such board (or similar body).

          (b) Following the election or appointment of Purchaser’s designees pursuant to this Section 1.3 , any amendment or termination of this Agreement by Company, any extension by Company of the time for the performance of any of the obligations or other acts of Purchaser or any waiver of any of Company’s rights hereunder, will require the concurrence of at least a majority of the directors of Company then in office who are not nominees of Purchaser (“ Purchaser Insiders ”) (or in the case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of one director who is not a Purchaser Insider) if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the minority shareholders of Company.

          (c) Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 , including mailing to Company’s shareholders the information required by such Section 14(f) and Rule 14f-1 (which Company shall mail together with the Schedule 14D-9 if it receives from Purchaser the information below on a basis timely to permit such mailing). Purchaser shall supply Company such information with respect to Purchaser and its nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment of any of Purchaser’s designees under this Section 1.3 . The provisions of this Section 1.3 are in addition to and shall not limit any rights that Purchaser or any of its Affiliates may have as a holder or beneficial owner of Shares as a matter of Law with respect to the election of directors or otherwise.

          (d) Prior to the Payment Date, Company will cause each member of its Board of Directors (except to the extent agreed by Purchaser) to execute and deliver a letter, which will not be revoked or amended prior to such date, effectuating his or her resignation as a director of Company effective on the Payment Date.

     1.4 Stock Options; Restricted Stock Units . Each option to purchase Shares under any employee stock option or compensation plan or arrangement of Company (a “ Company Option ”), outstanding immediately prior to the Acceptance Date, whether vested or unvested, shall be canceled at the Acceptance Date and shall thereafter represent the right to receive from

Purchaser, at the Acceptance Date or as soon as practicable thereafter, in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the product of (A) the number of Shares subject to such Company Option immediately prior to the Acceptance Date, multiplied by (B) the amount, if any, by which the Offer Price exceeds the exercise price per share of Shares previously subject to such Company Option. Each restricted stock unit with respect to Shares (“ Company RSUs ”) outstanding immediately prior to the Acceptance Date, whether vested or unvested, shall be canceled at the Acceptance Date, and shall thereafter represent the right to receive, at the Acceptance Date or as soon as practicable thereafter, in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the product of (A) the number of Shares subject to such Company RSU immediately prior to the Acceptance Date, multiplied by (B) the Offer Price. Company shall use commercially reasonable efforts to effectuate the foregoing, including but not limited to, amending the Company Stock Plans, sending out the requisite notices and obtaining all consents necessary to cash out and cancel all Company Options and Company RSUs necessary to ensure that, after the Acceptance Date, no person shall have any right under the Company Stock Plans, except otherwise as set forth herein. Company shall deliver to the holders of Company Options and Company RSUs appropriate notices at a time and in a form reasonably acceptable to Purchaser, setting forth such holders’ rights pursuant to this Agreement. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Section such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of United States federal, state, local or outside the United States Tax Law, including any withholding from any payment that is treated as wages or compensation for the performance of services.

     1.5 Amendments to Disclosure Documents . Without limiting any other provision of this Agreement, whenever any party hereto becomes aware of any event or change which is required to be set forth in an amendment or supplement to any of the Offer Documents, Schedule 14D-9 or PSEC Form 17-C, such party shall promptly inform the other party thereof and each of the parties shall cooperate in the preparation, filing with the SEC, PSEC and (as and to the extent required by applicable securities laws) dissemination to Company’s shareholders of such amendment or supplement.

     1.6 Withholding Taxes . Each of Company, Purchaser, and any paying or similar agent shall be entitled to deduct and withhold from the consideration otherwise payable to any seller pursuant to this Article I such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of United States federal, state, local or outside the United States Tax Law, including any withholding from any payment that is treated as wages or compensation for the performance of services. For the avoidance of doubt, the payment of any stock transaction taxes and/or capital gains taxes, brokers’ fees (including value added tax thereon) of the sellers of the Common Shares, and all other costs reasonably agreed by the parties to be customarily borne by sellers on the PSE shall be for the account of each shareholder while any documentary stamp taxes, brokers’ fees of the Purchaser (including value added tax thereon) and all other costs reasonably agreed by the parties to be customarily borne by purchasers on the PSE for the transfer of the Common Shares purchased in the Offer shall be for the account of the Purchaser. To the extent that any such amounts for the account of the selling shareholder are so withheld, such withheld amounts shall be treated for all purposes of

this Agreement as having been paid to the applicable seller in respect of which such deduction and withholding was made.

ARTICLE II — REPRESENTATIONS AND WARRANTIES

     2.1 Representations and Warranties of Company . Except as set forth in the disclosure schedules delivered to Purchaser by Company on or prior to the date of this Agreement (with specific reference to the Section or subsection of this Agreement to which the information stated in such disclosure relates, however, each section shall be deemed to incorporate by reference all information disclosed in any other section of the disclosure schedule to the extent it is reasonably apparent on its face that such information is relevant to such other section of the disclosure schedule) (the “ Company Disclosure Schedules ”) or in Company Reports (as defined in Section 2.1(e) ) filed since January 1, 2006 by it with the SEC pursuant to the Securities Act or the Exchange Act and prior to the date hereof (excluding any disclosures set forth in any risk factor section thereof, in any section relating to forward looking statements and any other disclosures included therein to the extent that they are cautionary, predictive or forward-looking in nature), Company hereby represents and warrants to Purchaser that:

          (a)  Organization, Good Standing and Qualification . Each of Company and its Subsidiaries (as defined herein) (i) is a corporation duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all other requisite corporate or similar power and authority to own and operate its properties and assets and to carry on its business as currently conducted and (ii) is duly licensed and qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties and assets or conduct of its business requires such qualification, except with respect to (ii) where the failure to be so qualified as a foreign corporation or be in good standing has not and would not be reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect (as defined herein). Company has heretofore made available to Purchaser complete and correct copies of Company’s and each of its Subsidiaries’ articles of incorporation and by laws (or comparable governing instruments), in each case as amended to the date of this Agreement (the “ Corporate Documents ”). The Corporate Documents are in full force and effect and neither Company not any of its Subsidiaries is in violation of any of their respective provisions. Section 2.1(a) of the Company Disclosure Schedules sets forth a list of all the Subsidiaries of Company, the jurisdictions under which such Subsidiaries are incorporated, and the percent of equity interest therein owned by Company and each Subsidiary of Company, as applicable.

     As used in this Agreement, the term “ Subsidiary ” means, with respect to Company, or Purchaser, as the case may be, any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Subsidiaries or by such party and any one or more of its respective Subsidiaries.

     As used in this Agreement, the term “ Affiliate ” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided , that, for the purposes of this definition, “ control ” (including, with

correlative meanings, the terms “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     As used in this Agreement, the term “ Person ” shall mean any individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof.

     As used in this Agreement, the term “ Company Material Adverse Effect ” means any change, event, occurrence or state of facts that, either individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, properties, liabilities, financial condition or assets of Company and its Subsidiaries taken as a whole; provided, however , that any such change, event, occurrence or state of facts resulting from or arising out of (i) any change in Law, United States generally accepted accounting principles (“ U.S. GAAP ”) or interpretations thereof, (ii) general economic or business conditions; provided that such conditions do not have a disproportionate effect on Company or its Subsidiaries; (iii) conditions generally affecting the business process outsourcing industry; provided that such conditions do not have a disproportionate effect on Company or its Subsidiaries, taken as a whole; (iv) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than with respect to clause (c) of Annex I as it applies to Section 2.1(d) (Governmental Filings; No Violations); (v) typhoons, earthquakes or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any escalation or worsening thereof; provided that such conditions do not have a disproportionate effect on Company or its Subsidiaries, taken as a whole and/or render unusable any material facility or property of Company or its Subsidiaries for a period more than 20 calendar days; provided that for the avoidance of doubt such a rendering unsuable of a material facility or property will merely make inapplicable this clause (v); (vi) Company or any of its Subsidiaries taking any action permitted hereby; (vii) the public announcement or the pendency of this Agreement, other than with respect to clause (c) of Annex I as it applies to Section 2.1(d) (Governmental Filings; No Violations); (viii) a decline in the trading price of Common Shares; provided that the underlying causes of such decline shall not be excluded; (ix) any failure in and of itself by Company to meet analysts’ published revenue or earnings predictions or any internal or disseminated projections, forecasts or revenue or earnings predictions for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement; provided that the underlying causes of such failures shall not be excluded; (x) any costs or expenses associated with the Offer; (xi) currency exchange rates or any fluctuations thereof; and (xii) any matter disclosed in the Company Disclosure Schedules or Company Reports excluding any development, change or other event with respect to such matter occurring subsequent to the date of the information contained in such schedules or report may be considered in determining whether there has been a Company Material Adverse Effect, in each case, shall not be considered when determining if a Company Material Adverse Effect has occurred.

     As used in this Agreement, the term “ knowledge ” or any similar formulation of knowledge shall mean the actual knowledge of, with respect to Company, those persons set forth in Section 2.1(a) of the Company Disclosure Schedules, and, with respect to Purchaser, those

persons set forth in Section 2.2(a) of the Purchaser Disclosure Schedules (as defined in Section 2.2 ).

          (b)  Capital Structure . The authorized capital stock of Company is PhP130,000,000 consisting of 65,000,000 common shares with par value of PhP2.00 each, as of which 29,632,114 Common Shares are outstanding as of September 11, 2008, which Common Shares outstanding include 10,552,196 Common Shares underlying outstanding American Depositary Shares. An additional 3,820,482 Common Shares are issuable upon exercise of outstanding restricted stock units and options, which represent the right to receive or purchase Common Shares. An additional 1,370,080 Common Shares are issuable upon exercise of outstanding restricted stock units and options, which represent the right to receive or purchase ADSs, assuming the conversion of such ADSs into Common Shares. Each ADS represents the right to receive one Common Share. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. Each of the outstanding shares of capital stock or other securities of each of Company’s Subsidiaries is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is legally and beneficially owned by Company or a direct or indirect wholly-owned Subsidiary of Company, free and clear of any mortgages, liens, pledges, charges, security interests, encumbrances or other adverse claims of any kind in respect of such property or asset (collectively, “ Liens ”). Included in Section 2.1(b) of the Company Disclosure Schedules is a correct and complete list, as of September 11, 2008, of all Company RSUs and all outstanding options or other rights to purchase or receive Shares granted under (i) Company’s Amended and Restated Key Employee Stock Option Plan and (ii) Company’s 2006 Stock Incentive Plan (collectively, the “ Company Stock Plans ”) or otherwise, and, for each such option or other right, the number of Common Shares subject thereto, the terms of vesting, the grant and expiration dates and exercise price thereof and the name of the holder thereof. All Company Options have an exercise price equal to no less than the fair market value of the underlying Commons Shares on the date of grant. Since September 11, 2008, Company has not issued any shares of its capital stock, voting securities or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, voting securities or equity interests, other than pursuant to the outstanding options referred to above in this Section 2.1(b) . Except as set forth above in this Section 2.1(b) , there are not any shares of capital stock, voting securities or equity interests of Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, stock appreciation rights, phantom stock, stock participation rights, rights, commitments or agreements of any character providing for the issuance or sale of any shares of capital stock, voting securities or equity interests of Company or its Subsidiaries, including any representing the right to purchase or otherwise receive any Shares, or any preemptive rights, or any redemption, repurchase or similar rights requiring the acquisition of Shares or shares or equity interest or any Subsidiary of Company. Company does not have any shareholder rights plan in effect. Company does not have outstanding any Contracts or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Company or any of Company’s Subsidiaries on any matter (“ Voting Debt ”).

          (c)  Corporate Authority . Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate, on the terms and subject to the conditions

of this Agreement, the transactions contemplated hereby. This Agreement has been duly executed and delivered by Company and, assuming due authorization, execution and delivery by Purchaser, is a valid and legally binding agreement of Company enforceable against Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “ Bankruptcy and Equity Exception ”).

               (i) The Board of Directors of Company has unanimously approved and adopted this Agreement and the transactions contemplated hereby, determined that the Offer is in the best interests of Company and its shareholders and, subject to Section 4.2 , resolved to recommend that the shareholders of Company tender their Shares into the Offer.

               (ii) All approvals as may be required or advisable to satisfy the requirements of the non-exclusive safe harbor described in Rule 14d-10 under the Exchange Act with respect to all employment compensation, severance and other employee benefit arrangements (and payments made or to be made or benefits granted or to be granted according to such arrangements) have been duly given or obtained.

          (d)  Governmental Filings; No Violations . Other than any reports, filings, registrations, approvals and/or notices (A) required to be made pursuant to Section 1.2 , (B) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), the Securities Act of 1933, as amended (the “ Securities Act ”), the Exchange Act and state securities, takeover and “blue sky” laws, (C) the filings with or approvals from Governmental Entities required solely by virtue of the jurisdictions in which Company or its Subsidiaries conduct business or own any assets listed on Section 2.1(d) of the Company Disclosure Schedules (collectively, the “ Foreign Antitrust Filings ”), (D) to comply with the rules and regulations of the Financial Industry Regulatory Authority (“ FINRA ”), and (E) filings within the rules and regulations of NASDAQ, the PSEC and the corresponding disclosures required by the PSE and the Philippine Economic Zone Authority (“ PEZA ”) (items (B) through (E) (inclusive), the “ Company Required Statutory Approvals ”), no notices, reports, registrations or other filings are required to be made by Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Company from, any United States federal, state or local, Philippine or other foreign, state, or local governmental or regulatory authority, agency, commission, body or other governmental entity (each a “ Governmental Entity ”), in connection with the execution and delivery of this Agreement and the consummation of the Offer and the other transactions contemplated hereby, except for those that the failure to make or obtain are not reasonably likely to, either individually or in the aggregate, to be material to Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of Company to consummate the transactions contemplated by this Agreement.

               (i) Except as set forth on Section 2.1(d) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the Offer and the other transactions contemplated hereby will not constitute or result in (A) a breach or violation of, or a default under, any of the Corporate Documents, (B) a breach or violation of, a default under, the acceleration of any obligations under, the loss of any right or benefit under, a termination or right of termination under, the creation or acceleration of any obligation under, or the creation of a Lien on the assets of Company or any Subsidiary of

Company (with or without notice, lapse of time or both) pursuant to, any Contract of Company or any Subsidiary of Company or any Law or governmental or non-governmental permit or license to which Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that would not be reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect or prevent, or materially impair the ability of Company to perform its obligations under the transactions contemplated by this Agreement.

          (e)  Company Reports; Financial Statements . The filings required to be made by Company since January 1, 2006 under the Securities Act and the Exchange Act have been filed with the SEC and under the SRC have been filed with the PSEC, with copy to the PSE, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates or as of the date of final amendment, as applicable, and in the case of such filings made after the date hereof will comply, in all material respects with all applicable requirements of applicable Law. Company has made available (except to the extent available through the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“ EDGAR ”), to Purchaser each registration statement, report, proxy statement and information statement filed by it with the SEC pursuant to the Securities Act or the Exchange Act and with the PSEC pursuant to the SRC, with copy to the PSE since January 1, 2006 (all such filings, including all amendments and supplements thereto, the “ Company Reports ”). Company is a “foreign private issuer” as such term is defined under Rule 3b-4 of the Exchange Act. None of the Company Reports (in the case of Company Reports filed pursuant to the Securities Act), as of their effective dates, contained, nor in the case of such Company Reports filed after the date hereof will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. None of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) as of the respective dates filed with the SEC or first mailed to shareholders, as applicable, contained, nor in the case of such Company Reports filed after the date hereof will contain, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company Reports (in the case of Company Reports filed with the PSEC or PSE) as of the respective dates filed with the PSEC, PSE or first mailed to shareholders, as applicable, contained, nor in the case of such Company Reports filed after the date hereof will contain, any untrue statement of material fact or omitted or will omit, as applicable, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company and its Subsidiaries included in or incorporated by reference into the Company Reports comply, and in the case of consolidated financial statements included in or incorporated by reference into the Company Reports filed after the date hereof will comply, as to form in all material respects with applicable accounting requirements and published rules and regulations of the SEC or PSEC, as applicable, with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) presents, and in the case of consolidated balance sheets included in or incorporated by reference into Company Reports filed after the date hereof will present, fairly, in all material respects, the financial position of Company and its Subsidiaries as of its date, and each of the consolidated statements of income and consolidated

statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) presents, and in the case of consolidated statements of income and consolidated statements of cash flows included in or incorporated by reference into Company Reports filed after the date hereof will present, fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), in each case in accordance with U.S. GAAP with respect to any Company Reports filed under the Securities Act or Exchange Act with the SEC or with international general accepted accounting principles (“ International GAAP ”) with respect to any Company Reports filed under the SRC with the PSEC, with copy to the PSE, consistently applied during the periods involved, except as may be noted therein. Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ and the PSE. Company’s disclosure controls and procedures (as defined in sections 13a-15(e) and 15d-15(e) of the Exchange Act) effectively enable Company to comply with, and the appropriate officers of Company to make all certifications required under, the United States Sarbanes-Oxley Act of 2002 and the regulations promulgated thereunder (the “ Sarbanes-Oxley Act ”) and otherwise with applicable Law.

          (f)  Disclosure Documents . None of the information provided by Company specifically for inclusion or incorporation by reference in (i) the Offer Documents or (ii) any other document to be filed with the SEC, the PSEC or any other Governmental Entity in connection with the transactions contemplated by this Agreement (the “ Other Filings ”) will, at the respective times filed with the SEC, the PSEC or other Governmental Entity contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

          (g)  No Undisclosed Material Liabilities . There are no liabilities or obligations of Company or any of its Subsidiaries of any kind whatsoever in existence, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in Company’s balance sheet as of June 30, 2008 included in the Company Reports (the “ Company Balance Sheet ”) or in the notes thereto or in the Company Reports; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since June 30, 2008; (iii) liabilities or obligations not required to be disclosed on the Company Balance Sheet under U.S. GAAP; and (iv) liabilities or obligations that would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.

          (h)  Absence of Certain Changes . Since December 31, 2007 (the “ Audit Date ”), except as expressly contemplated by this Agreement, Company and its Subsidiaries, taken as a whole, have conducted their business only in the ordinary and usual course of such business consistent with past practices and there has not been (i) any Company Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of Company or any repurchase, redemption or other acquisition by Company or any Subsidiary of any securities of Company or (iii) any change by Company in accounting principles, practices or methods which is not required or permitted by U.S. GAAP.

Since the Audit Date, there has not been any material increase in the compensation payable or that could become payable by Company or any of its Subsidiaries to officers or key employees or any material amendment of any of the Compensation and Benefit Plans (as defined in Section 2.1(j) ) other than increases or amendments in the ordinary course of business consistent with past practice.

          (i)  Litigation . There are no civil, criminal or administrative actions, suits, claims, hearings, investigations, reviews or proceedings pending or, to the knowledge of Company, threatened against Company or any of its Subsidiaries in the United States or abroad, that would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.

          (j)  Employee Benefits . The term “ Compensation and Benefit Plan ” shall mean any (i) equity or equity-based plans and (ii) bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, change in control, retention, employment, termination, severance, compensation, medical, health or other compensation or benefit plan, arrangement, document, practice, agreement, program or policy, including each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that covers employees or former employees (“ Employees ”), or directors or former directors of Company and/or its Subsidiaries; and any trust agreement or insurance contract forming a part of such Compensation and Benefit Plan. Section 2.1(j) of the Company Disclosure Schedules lists all Compensation and Benefit Plans of Company and its Subsidiaries other than those that, in the aggregate, are not material to Company and its Subsidiaries, taken as a whole (“ Company Compensation and Benefit Plans ”), and any Company Compensation and Benefit Plans containing “change of control” or similar provisions therein are specifically identified in Section 2.1(j) of the Company Disclosure Schedules. Company has made available to Purchaser a copy of (i) all Company Compensation and Benefit Plans, (ii) the most recent annual reports on Form 5500 required to be filed with respect to each Compensation and Benefit Plan and (iii) each agreement, policy, program or arrangement that covers key employees or former key employees of Company and its Subsidiaries.

               (i) All Company Compensation and Benefit Plans, including those subject to ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ”), are in compliance in all material respects with the applicable provisions of ERISA, the Code and any other applicable Law, including Philippine Law. Each Company Compensation and Benefit Plan that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “ Pension Plan ”) and that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the U.S. Department of the Treasury, Internal Revenue Service (the “ IRS ”), and nothing has occurred, whether by action or failure to act, that would cause the loss of such qualification or that would result in costs to Company or any of its Subsidiaries under the IRS’s Employee Plans Compliance Resolution System that would be reasonably likely to have a Company Material Adverse Effect. There is no material pending or, to the knowledge of Company, threatened litigation relating to the Company Compensation and Benefit Plans. Neither Company nor any of its Subsidiaries has engaged in a transaction with respect to any Pension Plan that, assuming the taxable period of such transaction expired, would subject Company or any of its Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA or any applicable Law.

               (ii) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by Company or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with Company under Section 4001 of ERISA or Section 414 of the Code (an “ ERISA Affiliate ”). Company and its Subsidiaries have not incurred and do not expect to incur any withdrawal liability with respect to a multi-employer plan under Subtitle E of Title IV of ERISA (regardless of whether based on the contributions of an ERISA Affiliate). No notice of a “reportable event,” within the meaning of Section 4043 of ERISA for which the thirty (30) day reporting requirement has not been waived or extended, other than an extension pursuant to Pension Benefit Guaranty Corporation Reg. Section 4043.66, has been required to be filed for any Pension Plan or by any ERISA Affiliate within the preceding twelve (12) month period.

               (iii) All contributions required to be made under the terms of any Company Compensation and Benefit Plan have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in Company Reports. Neither any Pension Plan nor any single-employer plan of an ERISA Affiliate has an “accumulated funding deficiency” (whether or not waived) within the meaning of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA and no ERISA Affiliate has an outstanding funding waiver. Neither Company nor any of its Subsidiaries has provided, or is required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code.

               (iv) Neither Company nor its Subsidiaries have any material obligations for, or liabilities with respect to, retiree health and life benefits under any Company Compensation and Benefit Plan, except for benefits required to be provided under Section 4980B of the Code or any other applicable law requiring continuation of health coverage.

               (v) The Company is in good faith compliance with Section 409A of the Code and the applicable rules and regulations promulgated thereunder.

               (vi) Neither the negotiation and execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Compensation and Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or former employee of Company or any of its Subsidiaries. There is no contract, agreement, plan or arrangement with an employee or former employee of Company or any of its Subsidiaries to which Company or any of its Subsidiaries is a party as of the date of this Agreement that, individually or collectively and as a result of the transactions contemplated hereby (whether alone or upon the occurrence of any additional or subsequent events) or otherwise, would reasonably be likely to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 162(m) of the Code.

          (k) Compliance with Laws . Company and its Subsidiaries are in compliance in all material respects with all United States federal, state or local, Philippine or other foreign, state or local law, statute, ordinance, code, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit or authorization of any Governmental Entity and any binding administrative or judicial interpretations thereof (individually, “ Law ” and collectively, “ Laws ”) applicable to Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations, except for violations that would not be reasonably likely to, either individually or in the aggregate, materially impair the ability of Company to consummate the transactions contemplated hereby. No investigation or review by any Governmental Entity or assessment or any adverse procedure with respect to Company or any of its Subsidiaries is pending or, to the knowledge of Company, threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same, except for those the outcome of which would not be reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impair the ability of Company to consummate the transactions contemplated by this Agreement. Company and each of its Subsidiaries holds, or has applied for, all permits, licenses, certificates, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals from Governmental Entities necessary to conduct its business as currently conducted (collectively, “ Permits ”), except for those that would not be reasonably likely to be material to the Company and its Subsidiaries taken as a whole, either individually or in the aggregate, or materially impair the ability of Company to consummate the transactions contemplated hereby. Company and its Subsidiaries are (and since January 1, 2006 have been) in compliance in all material respects with the terms of all Permits. Since January 1, 2006, neither Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Entity (i) claimed or alleged that Company or any of its Subsidiaries was not in compliance with all Laws applicable to Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations or (ii) was considering the amendment, termination, revocation or cancellation of any Permit, except for those that would not be reasonably likely to, either individually or in the aggregate, result in any material harm or liability to Company or its Subsidiaries, taken as a whole. The provisions of this Section 2.1(k) shall not apply to employee benefits Laws which are covered exclusively in Section 2.1(j) , Environmental Laws (as defined in Section 2.1(l)(iii) ) which are covered exclusively in Section 2.1(l) , Tax Laws which are covered exclusively in Section 2.1(m) , labor Laws which are covered exclusively in Section 2.1(n) or intellectual property Laws which are covered exclusively in Section 2.1(o) .

          (l) Environmental Matters .

               (i) Except for such matters that would not, either individually or in the aggregate, be reasonably likely to cause a Company Material Adverse Effect: (A) the operations of Company and its Subsidiaries are and since January 1, 2006, have been in compliance with all applicable Environmental Laws; (B) each of Company and each of its Subsidiaries possesses and maintains in effect all environmental Permits required under applicable Environmental Laws with respect to the business of Company and its Subsidiaries; (C) neither Company nor any of its Subsidiaries has received any written environmental claim, notice or request for information during the past three (3) years concerning any violation or alleged violation of any applicable Environmental Law; and (D) there are no material writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits or proceedings pending and, to the knowledge of

Company, none are threatened relating to compliance by Company or any of its Subsidiaries with any environmental Permits required under applicable Environmental Laws or liability of Company or any of its Subsidiaries under any applicable Environmental Law.

               (ii) Notwithstanding any other provision of this Agreement to the contrary (including, but not limited to, Section 2.1(k) ), the representations and warranties of Company in this Section 2.1(l) constitute the sole representations and warranties of Company with respect to any Environmental Law or Hazardous Substance.

               (iii) As used herein, the term “ Environmental Law ” means any United States federal, state or local, and Philippine or other foreign, state or local Laws, regulations, codes, rules, ordinances, Permits, authorizations, decrees, orders, injunctions or judgments and any binding administrative or judicial interpretations thereof relating to: (A) pollution; (B) the protection of the environment (including air, water, soil, subsurface strata and natural resources) or human health and safety from exposure to Hazardous Substances; and (C) the regulation of the generation, use, storage, handling, transportation, treatment, release, remediation or disposal of Hazardous Substances.

               (iv) As used herein, the term “ Hazardous Substance ” means (A) any material, substance, or waste, defined, classified, or otherwise characterized under Environmental Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “flammable,” “corrosive,” “reactive,” “explosive” or “radioactive;” or (B) any petroleum, petroleum products or by-products, friable asbestos or any material or equipment containing regulated concentrations of polychlorinated biphenyls.

          (m) Tax Matters .

               (i) Company and each of its Subsidiaries (A) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns (as defined in Section 2.1(m)(x)(B) ) required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; (B) (1) have timely paid all Taxes that are due and owing by them (whether or not shown as due on such filed Tax Returns), except with respect to matters contested in good faith and with which adequate reserves have been established and (2) are not subject to any penalties or charges with respect to the failure to file or late filing of any Tax Return required to be filed by or with respect to any of them on or before the Acceptance Date; (C) have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; and (D) do not have any deficiency, or any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters pending or proposed or threatened in writing.

               (ii) Neither Company nor any of its Subsidiaries has participated (within the meaning of Treasury Regulation Section 1.6011-4(c)(3)) in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) (and all predecessor regulations).

               (iii) Neither Company nor any of its Subsidiaries is a party to or bound by any material Tax allocation, sharing or indemnity agreements or arrangements other than

those entered into in the ordinary course of its business. Neither Company nor any of its Subsidiaries has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax law), or as a transferee or successor.

               (iv) Company and each Subsidiary have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have duly and timely withheld and paid over to the appropriate Taxing Authority all amounts required to be so withheld and paid under all applicable Laws.

               (v) No claim has been made by a Taxing Authority in a jurisdiction where Company or any Subsidiary does not file Tax Returns such that it is or may be subject to taxation by that jurisdiction.

               (vi) All deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority of the Tax Returns of, or including, Company or any Subsidiary, have been fully paid.

               (vii) Neither Company nor any Subsidiary is subject to any private letter ruling of the United States Internal Revenue Service or comparable rulings of the Philippine Bureau of Internal Revenue or any other Taxing Authority.

               (viii) There are no Liens as a result of any unpaid Taxes upon any of the assets of Company or any Subsidiary other than Liens for Taxes not yet due.

               (ix) Company (and as applicable, its Subsidiaries) has complied in all material respects with (A) PEZA rules, regulations, circulars and directives; (B) the terms and conditions of its registration and supplemental agreements with PEZA covering its registered projects; and (C) all PEZA requests for information and submission of statutory or interim reports. Company (and as applicable, its Subsidiaries) has not given cause for PEZA to withdraw, cancel or deny any of the tax holidays or other incentives granted under its registration or supplemental agreements covering its registered facilities or deny any pending or future application for the extension of any fiscal incentive (i.e., tax holiday) of the same, or to the knowledge of Company is any modification of such incentives pending.

               (x) As used in this Agreement, the term (A) “ Tax ” (including, with correlative meaning, the terms “ Taxes, ” and “ Taxable ”) includes all United States federal, state and local, Philippine and other foreign jurisdiction income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, capital, sales, license, social security, transfer, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy, real property, percentage, estimated and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions and any transferee or successor liability in respect of any items described above payable by reason of contract, assumption, operation of Law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Law) or otherwise, (B) “ Tax Return ” includes all returns and reports (including elections, declarations,

disclosures, schedules, estimates and information returns) supplied or required to be supplied to a Taxing Authority relating to Taxes, and (C) “ Taxing Authority ” means the Philippines Bureau of Internal Revenue, the United States Internal Revenue Service and any other Governmental Entity responsible for the administration of any Tax or fiscal incentives such as, but not limited to income tax holidays.

          (n) Labor Matters . Neither Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement with a labor union or labor organization, nor are there any employees of Company or any of its Subsidiaries represented by a works’ council, representative body or other labor organization, and there are, to the knowledge of Company, no material activities or material proceedings of any labor union, works council, representative body or other organization to organize any employees of Company or any of its Subsidiaries or compel Company or any of its Subsidiaries to bargain with any such union, works council or representative body. Neither Company nor any of its Subsidiaries has committed an unfair labor practice or any other violation of law relating to employee matters or is the subject of any material proceeding asserting that Company or any of its Subsidiaries has committed such practice or violation, nor since January 1, 2006 has there been any labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving Company or any of its Subsidiaries, except for those that, either individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.

          (o) Intellectual Property .

               (i) Company or one of its Subsidiaries owns, or is licensed or otherwise possesses sufficient legally enforceable rights to use, all patents, trademarks, trade names, service marks, trade dress, copyrights, Internet domain names, technology, trade secrets, know-how, inventions, works of authorship, scripts, procedures, computer software programs or applications, databases, customer lists and tangible or intangible proprietary information or materials (“ Intellectual Property Rights ”) that are currently used or held for use in its and its Subsidiaries’ businesses (collectively, “ Company Intellectual Property Rights ”), except for any such failures to own, be licensed or possess that, either individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. The Company Intellectual Property Rights owned by or licensed to Company and its Subsidiaries include all Intellectual Property Rights necessary and sufficient to enable Company and its Subsidiaries to conduct their respective businesses as currently conducted. To the knowledge of the Company, the Company Intellectual Property Rights and Company’s and its Subsidiaries’ rights therein are valid and enforceable. The consummation of the transactions contemplated hereby will not result in the loss or impairment of the right of Purchaser, Company or any of Company’s Subsidiaries to own or use any material Company Intellectual Property Rights.

               (ii) Except for such matters that, either individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect (A) neither the use of any Company Intellectual Property Rights by Company or its Subsidiaries nor the conduct of the businesses of Company or any of its Subsidiaries (including the development, licensing, marketing, importation, exportation, offer for sale, sale, use or other exploitation of any products or services in connection with such businesses) conflicts with, infringes, violates or interferes with or constitutes or results from an appropriation or misappropriation of any right, title, interest