---

---

---

---

1.

to approve the issuance of shares (the “Transaction Shares”) of our common stock, par value $0.01 per share, pursuant to the terms of the Transaction Agreement, dated as of March 14, 2018 (the “Transaction Agreement”), by and among the Company, CSP Alpha Midco Pte Ltd, a Singapore private limited company (“Aegis”), and CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company (the “Aegis Stockholder”), (collectively, along with all other transactions contemplated by the Transaction Agreement, the “Aegis Transactions”), (the “Aegis Issuance Proposal”).

2.	to approve the issuance by the Company of shares of common stock representing 20% or more of the Company’s issued and outstanding common stock upon the exercise of a warrant issued by the Company to Amazon.com NV Investment Holdings, LLC, a subsidiary of Amazon.com, Inc. as described in the accompanying proxy statement (the “Amazon Issuance Proposal”).

3.	to approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of our common stock from 32,000,000 to 60,000,000 (the “Authorized Shares Proposal”).

4.	to approve the amendment of the Company’s Certificate of Incorporation to renounce the Company’s expectation of corporate opportunity with respect to certain of the Company’s directors (the “Corporate Opportunity Proposal”).

5.	to hold a non-binding, advisory vote to approve the compensation that will or may become payable to our named executive officers in connection with the transactions contemplated by the Transaction Agreement (the “Transaction-Related Compensation Proposal”).

6.	to elect five directors to hold office for a term of one year until the 2019 Annual Meeting of Stockholders and until their successors are elected and qualified or until such director’s earlier death, resignation, disqualification or removal (the “Director Election Proposal”).

7.	to hold a non-binding advisory vote to approve the compensation of our named executive officers (the “Advisory Compensation Proposal”).

8.	to ratify the appointment of EKS&H LLLP as our independent registered public accounting firm for the year ending December 31, 2018 (the “Accountant Ratification Proposal”).

9.	to approve a proposal to adjourn the Annual Meeting to a later date, or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of Annual Meeting to adopt any of the eight proposals listed above (the “Adjournment Proposal”).

10.	to consider and act upon such other business as may properly come before the Annual Meeting.

---

---

---

---

---

---

•	“2008 EIP” means the Company's 2008 Equity Incentive Plan, as amended;

•	“Accountant Ratification Proposal” means the proposal to ratify the appointment of EKS&H LLLP as our independent registered public accounting firm for the year ending December 31, 2018;

•	“Adjournment Proposal” means the proposal to adjourn the Annual Meeting to a later date, or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the Annual Meeting to adopt any of the eight other proposals outlined in this proxy statement;

•	“Advisory Compensation Proposal” means the non-binding advisory vote to approve the compensation of our named executive officers;

•	“Aegis” means CSP Alpha Midco Pte Ltd, a Singapore private limited company, prior to the Aegis Transactions a wholly owned subsidiary of the Aegis Stockholder;

•	“Aegis Designated Directors” means the members of the Board the Aegis Stockholder will have the ability to designate after the completion of the Aegis Transactions;

•	“Aegis Issuance Proposal” means the proposal to issue the Transaction Shares to the Aegis Stockholder, pursuant to the terms of the Transaction Agreement;

•	“Aegis Stockholder” means CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company;

•	“Aegis Transactions” means the transactions contemplated by the Transaction Agreement;

•	“Alternative Board Composition” means the Board composition described in the Stockholders' Agreement if the Company and the Aegis Stockholder are able to obtain any necessary third party consents or waivers to allow the Board to consist of seven members;

•	“Amazon” means Amazon.com, Inc.;

•	“Amazon Issuance Proposal” means the proposal to approve the issuance by the Company of shares of common stock representing 20% or more of the Company’s issued and outstanding common stock upon the exercise of the Amazon Warrant;

•	“Amazon Transaction Agreement” means the Transaction Agreement dated January 23, 3018, between Amazon and the Company, pursuant to which the Company issued NV Investment the Amazon Warrant in connection with existing commercial arrangements between the Company and Amazon under which Amazon and its affiliates have and may from time to time purchase services from the Company;

•	“Amazon Warrant” means the warrant to acquire the Amazon Warrant Shares, issued by the Company to NV Investment pursuant to the Amazon Transaction Agreement;

•	“Amazon Warrant Shares” means the 4,000,000 shares of Company common stock, par value $0.01, which NV Investment may acquire pursuant to the Amazon Warrant;

•	“Authorized Capital Charter Amendment” means the amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of our common stock from 32,000,000 to 60,000,000;

•	“Authorized Shares Proposal” means the proposal to approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of our common stock from 32,000,000 to 60,000,000;

•	“Board” means the board of directors of StarTek;

•	“Combined Company” means StarTek and its subsidiaries after giving effect to the Aegis Transactions, except where the context makes it clear that the reference is only to StarTek itself and not its subsidiaries;

•	“Company” means StarTek, Inc., a Delaware corporation;

•	“Corporate Opportunity Charter Amendment” means the amendment of the Company’s Certificate of Incorporation to renounce the Company’s expectation of corporate opportunity with respect to certain of the Company’s directors;

•	“Corporate Opportunity Proposal” means the proposal to approve the amendment of the Company’s Certificate of Incorporation to renounce the Company’s expectation of corporate opportunity with respect to certain of the Company’s directors;

•	“Corporate Opportunity Waiver” means the renunciation of the Company's expectancy regarding certain corporate opportunities presented to the Aegis Designated Directors;

•	“CSP” means Capital Square Partners (Management) Pte Ltd.;

•	“DGCL” means the Delaware General Corporation Law;

•	“Director Election Proposal” means the proposal to elect five directors to hold office for a term of one year until the 2019 Annual Meeting of Stockholders and until their successors are elected and qualified or until such director’s earlier death, resignation, disqualification or removal;

•	“Engine” means Engine Capital, L.P. (together with the individual and entities listed in Schedule A of the Engine Support Agreement, attached hereto as Annex D);

•	“ESM” means ESM Holdings Limited, a Mauritius limited company and a wholly owned subsidiary of Aegis;

•	“ESM Acquisition” means the acquisition by the Aegis Stockholder of ESM;

---

•	“ESPP” means the Company's Employee Stock Purchase Plan;

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

•	“Excess Amazon Warrant Shares” means the Amazon Warrant Shares in excess of the 3,222,681 shares that the Company may issue without stockholder approval in compliance with the NYSE Share Limitation;

•	“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder;

•	“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board;

•	“LTM” means the last twelve month period;

•	“Management” means the Company's senior management team;

•	“New StarTek Board” means the board of directors of the Combined Company following completion of the Aegis Transactions;

•	“Non-Stockholder Directors” means the three independent directors, reasonably acceptable to the Aegis Stockholder, to be designated to the Board after consummation of the Aegis Transaction, pursuant to the Stockholders' Agreement;

•	“NV Investment” means Amazon.com NV Investment Holding LLC, a wholly owned subsidiary of Amazon;

•	“Privet” means Privet Fund Management LLC;

•	“Representatives” means employees, agents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives;

•	“SEC” means the Securities and Exchange Commission;

•	“Securities Act” means the Securities Act of 1933, as amended;

•	“StarTek” means StarTek, Inc., a Delaware corporation;

•	“Stockholders' Agreement” means the terms of the Stockholders Agreement agreed to by the Aegis Stockholder and the Company;

•	“Superior Proposal” has the meaning ascribed to it in the Transaction Agreement;

•	“Support Agreements” means the Support Agreements executed with Aegis and the Aegis Stockholder by the Supporting Stockholders, attached hereto as Annexes B, C and D;

•	“Supporting Stockholders” means A. Emmet Stephenson, Jr., Privet and Engine;

•	“Transaction Agreement” means the Transaction Agreement, dated as of March 14, 2018, among Aegis, the Aegis Stockholder and the Company, as may be amended, a copy of which is attached as Annex A;

•	“Transaction-Related Compensation Proposal” means the non-binding, advisory vote to approve the compensation that will or may become payable to our named executive officers in connection with the Aegis Transactions;

•	“Transaction Shares” means shares of the Company's common stock, par value $0.01, which, pursuant to the Transaction Agreement, will be issued to the Aegis Stockholder in the Aegis Transactions;

•	“US GAAP” means United States generally accepted accounting principles;

•	“we,” “us” and “our” means StarTek and its subsidiaries, except where the context makes it clear that the reference is only to StarTek itself and not its subsidiaries;

•	“William Blair” means William Blair & Company, LLC, financial advisor to the Company;

•	“you” means the stockholders of the Company.

---

•

Parties to the Aegis Transactions. The parties to the Aegis Transactions are StarTek, Inc., a Delaware corporation, CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company, the parent and sole stockholder of Aegis, and CSP Alpha Midco Pte Ltd, a Singapore private limited company and a wholly-owned subsidiary of CSP Alpha Holdings Parent Pte Ltd. See “Proposal 1—Parties to the Aegis Transactions.”

•

The Aegis Transactions. The Company will acquire all of the outstanding capital stock of Aegis from the Aegis Stockholder, in exchange for the issuance of 20,600,000 shares of the Company’s common stock to the Aegis Stockholder. Concurrently, the Aegis Stockholder will purchase 833,333 newly issued shares of our common stock at a price of $12.00 per share for a total cash payment to the Company of $10,000,000. The number of shares of our common stock issued in the Aegis Transactions and the amount of the additional payment are subject to adjustment as set forth in the Transaction Agreement, including based on the relative net debt of the parties as of the closing. Upon consummation of the Aegis Transactions, the Aegis Stockholder is expected to own a majority of the outstanding common stock of the Company. See “Proposal 1—Description of the Transaction Agreement.”

•	Combined Company Structure. Set forth below is a simplified structure chart reflecting the structure of each of the Company and Aegis prior to and following the Aegis Transactions.

---

•

Representations and Warranties; Covenants. Within the Transaction Agreement, we have made certain representations and warranties to Aegis and the Aegis Stockholder and Aegis and the Aegis Stockholder have made certain representations and warranties to us. Each party has also agreed to covenants relating to the conduct of each of our businesses and the consents and approvals required for and conditions to the completion of the Aegis Transactions and our ability to consider other acquisition proposals. See “Proposal 1—Representations and Warranties” and “—Covenants.”

•	Exemption from Registration. The issuance of our common stock to the Aegis Stockholder pursuant to the Transaction Agreement is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act. See “Proposal 1 - The Aegis Issuance Proposal.”

•

Termination of the Transaction Agreement. The Transaction Agreement contains provisions addressing the circumstances under which the Aegis Stockholder or the Company may terminate the Transaction Agreement. In addition, the Transaction Agreement provides that if the Transaction Agreement is terminated, in certain circumstances, the Company may be required to pay the Aegis Stockholder a termination fee of up to $6,800,000. See “Proposal 1—Description of the Transaction Agreement—Termination of the Transaction Agreement” and “—Termination Fees.”

•

Opinion of our Financial Advisor. On March 14, 2018, our financial advisor, William Blair & Company, LLC (“William Blair”) delivered oral and written opinions to our Board, to the effect that, as of that date, based upon and subject to the assumptions, qualifications and limitations stated in William Blair’s written opinion, the consideration to be paid with respect to the Share Issuances (as defined in “Proposal 1—Opinion of the Financial Advisor to the Company”) was fair from a financial point of view to the Company. The full text of William Blair’s opinion is attached to this proxy statement as Annex E. William Blair’s opinion does not constitute a recommendation to any of our stockholders as to how such stockholders should vote with respect to any of the proposals contained in this proxy statement. You are encouraged to read this opinion in its entirety. See “Proposal 1—Opinion of the Financial Advisor to the Company.”

•

Support Agreements. Concurrently with the Transaction Agreement, certain stockholders holding in the aggregate approximately 29.9% of the outstanding common stock of the Company as of March 14, 2018 entered into Support Agreements with Aegis and the Aegis Stockholder, pursuant to which they have agreed to certain matters, including (i) to vote in favor of the Aegis Issuance Proposal, the Authorized Shares Proposal and the Corporate Opportunity Proposal, (ii) not to solicit, encourage or facilitate any Alternative Proposal nor enter into any negotiations or discussions regarding any Alternative Proposal, and (iii) to certain restrictions on the transfer of the shares of our common stock of which they are the beneficial owners. The Support Agreements are attached hereto as Annexes B, C and D. See “Proposal 1—Support Agreements.”

•

Stockholders Agreement. Pursuant to the Transaction Agreement, we have agreed to the terms of a Stockholders Agreement with Aegis and the Aegis Stockholder, which will (i) set forth certain rights, duties and obligations of Aegis, the Aegis Stockholder and the Company following completion of the Aegis Transactions and (ii) provide for the management, operation and governance of the Company after consummation of the Aegis Transactions. A copy of the form of Stockholders Agreement is attached as Exhibit A to the Transaction Agreement which is attached hereto as Annex A. See “Proposal 1—Stockholders Agreement.”

•

Board of Directors. In connection with its approval of the Aegis Transactions and the Transaction Agreement, the Company has agreed to take necessary action to cause the composition of the Board to consist of a majority of directors designated by the Aegis Stockholder to comply with the terms of the Stockholders Agreement. See “Proposal 1—Description of the Transaction Agreement—Directors and Officers,” “Proposal 1—Stockholders Agreement,” and “The Board of Directors and Management After the Aegis Transactions.”

•

Interests of our Directors and Officers in the Aegis Transactions. When you consider the recommendation of the Board in favor of the proposals included in this proxy statement, you should be aware that certain of the Company’s directors and executive officers have interests in the Aegis Transactions that are different from, or in addition to, those of our stockholders generally. These interests include, but are not limited to, (i) accelerated vesting of outstanding equity-based awards granted prior to execution of the Transaction Agreement, (ii) the receipt of severance and other separation benefits in the event of certain terminations of employment on or following the consummation of the Aegis Transactions, (iii) continuation of indemnification rights and coverage under our directors’ and officers’ liability insurance policies and (iv) the payment of bonuses upon consummation of the Aegis Transactions. See “Questions

---

•

Conditions to Closing of the Aegis Transactions. Under the Transaction Agreement, stockholder approval of (i) the issuance of the Transaction Shares pursuant to the Transaction Agreement and (ii) the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock are conditions to the closing of the Aegis Transactions. See “Proposal 1—Description of the Transaction Agreement—Conditions to Closing of the Aegis Transactions,” “—Reasonable Best Efforts” and “—Termination Fees.”

•

Governmental and Regulatory Approvals. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules promulgated thereunder (“HSR Act”), the Aegis Stockholder and the Company could not complete the transactions until they notified and furnished information to the Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice, and statutory waiting period requirements were satisfied. The Company was notified by the FTC that the Company’s request for early termination of the waiting period had been granted effective as of April 6, 2018. The Aegis Stockholder and the Company also provided notification to the United Kingdom Financial Conduct Authority (“FCA”) on April 24, 2018, in relation to the acquisition of control of Aegis and Aegis Outsourcing UK Limited, a wholly-owned subsidiary of Aegis, by the Company as a result of the Aegis Transactions. Finally, a notification to the Philippine Competition Commission (“PCC”) of the Republic of the Philippines was required and was submitted on April 16, 2018. Please see the information set forth in “Proposal 1—Governmental and Regulatory Approvals.”

•	Tax Consequences of the Aegis Transactions. Neither the Company nor its stockholders are expected to recognize federal income tax or gain as a result of the Aegis Transactions. However, as a result of the Aegis Transactions, the Company’s ability to use its net operating losses and certain other tax attributes generated prior to the Aegis Transactions will be subject to limitation.

•	Accounting Treatment. The Aegis Transactions will be accounted for under the purchase method of accounting as a reverse acquisition with the Aegis Stockholder being treated as having acquired the Company as of the date of the completion of the Aegis Transactions. For a more detailed description of the accounting treatment, see “Proposal 1—Accounting Treatment.”

•	Risk Factors. In evaluating the proposals included in this proxy statement, you should carefully read this proxy statement and the attached documents and especially consider the factors discussed in the section entitled “Risk Factors.”

•

The Amazon Transaction Agreement. On January 23, 2018, the Company and Amazon.com, Inc. (“Amazon”) entered into a Transaction Agreement (the “Amazon Transaction Agreement”), pursuant to which the Company issued to Amazon.com NV Investment Holding LLC, a wholly owned subsidiary of Amazon (“NV Investment”), a warrant (the “Amazon Warrant”) to acquire up to 4,000,000 shares (the “Amazon Warrant Shares”) of common stock, subject to adjustment in certain cases. The Company and Amazon entered into the Amazon Transaction Agreement in connection with existing commercial arrangements between the Company and Amazon under which Amazon and its affiliates have and may from time to time purchase services from the Company. The vesting of the Amazon Warrant is linked to gross revenues of the Company from Amazon or any of its affiliates in connection with the existing commercial arrangements, with full vesting tied to Amazon's payment of $600 million to the Company .

•

Required Stockholder Approval. Pursuant to the Amazon Transaction Agreement, the Company is required to seek stockholder approval of the issuance of Amazon Warrant Shares in excess of the 3,222,681 shares that may be issued without stockholder approval in compliance with Section 312.03(c) of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Excess Amazon Warrant Shares”). In the event such approval is not obtained at the Annual Meeting, the Company is required at the request of Amazon to seek such approval at a meeting of the stockholders at least once in each twelve-month period thereafter until such approval is obtained or the Amazon Warrant is no longer outstanding. For more information see “Proposal 2 - Amazon Issuance Proposal.”

---

•	The Proposals to be Considered at the Annual Meeting. At the Annual Meeting, our stockholders will be asked to vote on proposals to:

•

approve the issuance of the Transaction Shares pursuant to the Transaction Agreement. Upon the closing of the Aegis Transactions, the Company will acquire all of the outstanding capital stock of Aegis from the Aegis Stockholder, in exchange for the issuance of 20,600,000 shares of the Company’s common stock to the Aegis Stockholder. Concurrently, the Aegis Stockholder will purchase 833,333 newly issued shares of our common stock at a price of $12.00 per share for a total cash payment to the Company of $10,000,000. The number of shares of our common stock issued in the Aegis Transactions and the amount of the additional payment are subject to adjustment as set forth in the Transaction Agreement, including based on the relative net debt of the parties as of the closing. Upon consummation of the Aegis Transactions, the Aegis Stockholder is expected to be the majority owner of the Company. (see “Proposal 1 - Aegis Issuance Proposal”);

•	approve the issuance by the Company of shares of our common stock representing 20% or more of the Company's issued and outstanding common stock upon the exercise of the Amazon Warrant (see “Proposal 2 - Amazon Issuance Proposal”);

•	approve the amendment of our Certificate of Incorporation to:

•	increase the number of authorized shares of common stock from 32,000,000 to 60,000,000 shares (see “Proposal 3 - Authorized Shares Proposal”);

•	renounce the Company’s expectation of corporate opportunity with respect to certain of the Company’s directors (see “Proposal 4 - Corporate Opportunity Proposal”);

•	hold a non-binding, advisory vote to approve the compensation that will or may become payable to our named executive officers in connection with the Aegis Transactions (see “Proposal 5 - Transaction-Related Compensation Proposal”);

•	elect five directors to hold office for a term of one year until the 2019 Annual Meeting of Stockholders and until their successors are elected and qualified or until such director's earlier death, resignation, disqualification or removal (see “Proposal 6 - Director Election Proposal”);

•	hold a non-binding, advisory vote to approve the compensation of our named executive officers (see “Proposal 7 - Advisory Compensation Proposal”);

•	ratify the appointment of EKS&H LLLP as our independent registered public accounting firm for the year ending December 31, 2018 (see “Proposal 8 - Accountant Ratification Proposal”); and

•	authorize the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Annual Meeting to adopt any of the foregoing proposals (see “Proposal 9 - Adjournment Proposal”).

---

•	Vote Required; Abstentions and Broker Non-Votes

•

Assuming the presence of a quorum, the approval of the Aegis Issuance Proposal and the Amazon Issuance Proposal requires the affirmative vote of a majority of the votes cast. If you fail to submit a proxy or attend the Annual Meeting, or fail to instruct your broker, nominee, fiduciary or other custodian or other nominee to vote, it will have no effect on the Aegis Issuance Proposal and the Amazon Issuance Proposal. Broker non-votes will have no effect on the outcome of the Aegis Issuance Proposal and the Amazon Issuance Proposal. If you mark your proxy or voting instructions to abstain, it will have the effect of a vote against the Aegis Issuance Proposal and the Amazon Issuance Proposal.

•

Assuming the presence of a quorum, the approval of the Authorized Shares Proposal and the Corporate Opportunity Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of common stock as of the record date. Because approval is based on the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote, if you fail to submit a proxy or attend the Annual Meeting, or fail to instruct your broker, nominee, fiduciary or other custodian or other nominee to vote, or mark your proxy or voting instructions to abstain, it will have the same effect of a vote against the Authorized Shares Proposal and the Corporate Opportunity Proposal. Broker non-votes will also have the effect of a vote against the Authorized Shares Proposal and the Corporate Opportunity Proposal.

•

The Transaction-Related Compensation Proposal and the Advisory Compensation Proposal are advisory and not binding on us. However, we will consider our stockholders to have approved the Transaction-Related Compensation Proposal and the Advisory Compensation Proposal if the proposal receives the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. If you fail to submit a proxy or attend the Annual Meeting, or fail to instruct your broker, nominee, fiduciary or other custodian or other nominee to vote, it will have no effect on the Transaction-Related Compensation Proposal and the Advisory Compensation Proposal. Broker non-votes will have no effect on the outcome of the Transaction-Related Compensation Proposal and the Advisory Compensation Proposal. If you mark your proxy or voting instructions to abstain, it will have the effect of a vote against the Transaction-Related Compensation Proposal and the Advisory Compensation Proposal.

---

•

Assuming the presence of a quorum, the election of the nominees listed in the Director Election Proposal requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. If you fail to submit a proxy or attend the Annual Meeting, or fail to instruct your broker, nominee, fiduciary or other custodian or other nominee to vote, it will have no effect on the Director Election Proposal. Broker non-votes will have no effect on the outcome of the Director Election Proposal. If you mark your proxy or voting instructions to abstain, it will not affect the outcome of the Director Election Proposal.

•

Assuming the presence of a quorum, the approval of the Accountant Ratification Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock present at the Annual Meeting, whether in person or by proxy. If you fail to submit a proxy or attend the Annual Meeting, or fail to instruct your broker, nominee, fiduciary or other custodian or other nominee to vote, it will have no effect on the Accountant Ratification Proposal. Broker non-votes will have no effect on the outcome of the Accountant Ratification Proposal. If you mark your proxy or voting instructions to abstain, it will have the effect of a vote against the Accountant Ratification Proposal.

•

Assuming the presence of a quorum, the approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock present at the Annual Meeting, whether in person or by proxy. The chairman of the Annual Meeting may also (regardless of the outcome of the stockholder vote on adjournment) adjourn the meeting to another place, date and time. If a quorum is not present, a majority of the voting stock represented in person or by proxy, or the chairman of the meeting, may adjourn the meeting until a quorum is present. If you fail to submit a proxy or attend the Annual Meeting, or fail to instruct your broker, nominee, fiduciary or other custodian or other nominee to vote, it will have no effect on the Adjournment Proposal. Broker non-votes will have no effect on the outcome of any vote to adjourn the Annual Meeting if a quorum is present but will have the same effect as a vote against if no quorum is present. If you mark your proxy or voting instructions to abstain, it will have the effect of a vote against the adjournment of the Annual Meeting, whether or not a quorum is present.

---

---

---

---

---

---

---

---

---

---

---

---

---

•	the possibility that the Aegis Transactions will not be consummated or delays in consummating the Aegis Transactions;

•	the possibility that the closing conditions set forth in the Transaction Agreement will not be satisfied, including among others, (i) receipt of the required stockholder approval or (ii) receipt of the necessary regulatory approvals required to permit the Aegis Transactions;

•	the amount of the costs, fees, expenses and charges related to the Aegis Transactions, including the risk that the Transaction Agreement may be terminated in certain circumstances that would require us to pay the Aegis Stockholder a termination fee of up to $6,800,000, the payment of which could cause significant liquidity issues for the Company;

•	adverse effects on the market price of our common stock and on our operating results because of a failure to complete the Aegis Transactions;

•	the fact that, if the Aegis Transactions are completed, the Aegis Stockholder will control a majority of the common stock of the Company;

•	the fact that under the terms of the Transaction Agreement, the Company is unable to solicit other acquisition proposals or other potential alternative proposals during the pendency of the Aegis Transactions;

•	negative effects relating to the announcement of the Aegis Transactions or any further announcements relating to the Aegis Transactions or the pendency or consummation of the Aegis Transactions on the market price of our common stock;

•	unanticipated difficulties or expenditures relating to the Aegis Transactions;

•	legal proceedings instituted against the Company and others in connection with the Aegis Transactions;

•	disruptions of current plans and operations caused by the announcement and pendency of the Aegis Transactions, including risks related to the Aegis Transactions diverting Management’s or employees’ attention from ongoing business operations and ability to retain or recruit key employees;

•	potential difficulties in employee retention as a result of the announcement and pendency of the Aegis Transactions; and

•	the response of customers, distributors, suppliers and competitors to the announcement of the Aegis Transactions.

---

•	the Company and its stockholders would not realize the anticipated benefits of the Aegis Transactions, including any anticipated synergies from combining the businesses of the Company and Aegis;

•

the Company may be required to pay a termination fee of $6.8 million if the Transaction Agreement is terminated under certain circumstances, including (i) a failure by the Board to reconfirm its recommendation of the Aegis Issuance Proposal upon request for such reconfirmation by the Aegis Stockholder after the Company receives an Alternative Proposal, (ii) the Board approves or recommends an Alternative Proposal to the Company’s stockholders, (iii) the Board recommends to the Company’s stockholders to tender their shares in any tender offer or exchange that may have commenced or fails to recommend against such tender within 10 business days after its commencement; or (iv) the Company materially breaches certain portions of the Transaction Agreement related to non-solicitation, Alternative Proposals and Superior Proposals; and

•	the Company may be required to pay a termination fee of $3,000,000 in the event of the termination of the Transaction

---

•

the inability to successfully integrate the two businesses, including operations, technologies, products and services, in a manner that permits the Company to achieve the cost savings and operating synergies anticipated to result from the Aegis Transactions, which could result in the anticipated benefits of the Aegis Transactions not being realized partly or wholly in the time frame currently anticipated or at all;

•	lost sales and customers as a result of certain customers of either or both of the two businesses deciding not to do business with the Company;

•	the necessity of coordinating geographically separated organizations, systems and facilities;

•	potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Aegis Transactions;

•	integrating personnel with diverse business backgrounds and business cultures, while maintaining focus on providing consistent, high-quality services;

•	consolidating and rationalizing information technology platforms and administrative infrastructures as well as accounting systems and related financial reporting activities; and

•	preserving important relationships of both the Company and Aegis and resolving potential conflicts that may arise.

---

---

---

•	difficulties and costs of staffing and managing operations in certain regions;

•	differing employment practices and labor issues;

•	local business and cultural factors that differ from United States standards and practices;

•	volatility in currencies;

•	currency restrictions, which may prevent the transfer of capital and profits to the United States;

•	unexpected changes in regulatory requirements and other laws;

•	potentially adverse tax consequences;

•	the responsibility of complying with multiple and potentially conflicting laws;

•	the impact of regional or country-specific business cycles and economic instability;

•	political instability, uncertainty over property rights, civil unrest, political activism or the continuation or escalation of terrorist activities; and

---

•	restrictions on or unavailability of access to capital on favorable terms or at all in certain locations.

•

events of default if the Combined Company fails to comply with the financial and other covenants contained in the agreements governing the Combined Company’s debt instruments, which could result in all of the debt becoming immediately due and payable or require the Combined Company to negotiate an amendment to financial or other covenants that could cause the Combined Company to incur additional fees and expenses;

•	reducing the availability of the Combined Company’s cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting the Combined Company’s ability to obtain additional financing for these purposes;

•	limiting the Combined Company’s flexibility in planning for, or reacting to, and increasing the Combined Company’s vulnerability to, changes in our business, the industries in which the Combined Company operates, and the overall economy;

•	placing the Combined Company at a competitive disadvantage compared to any of the Combined Company’s competitors that have less debt or are less leveraged; and

•	increasing the Combined Company’s vulnerability to the impact of adverse economic and industry conditions.

---

---

---

---

---

---

---

---

---

---

---

---

•

the right of the Company and the Board to respond to a competing Superior Proposal from any bidder prior to obtaining the stockholders’ approval if the Board determines in good faith, after considering advice from its financial advisor and outside legal counsel, that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal, and that failure to take such action would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law, as well as the Company’s ability to terminate the Transaction Agreement to accept a Superior Proposal, subject to certain notice requirements and “negotiation rights” in favor of the Aegis Stockholder and provided that the Company pays the Aegis Stockholder the applicable termination fee;

•	the Board’s belief that termination fee provisions are customary for transactions of this type, and its belief that the termination fee of up to $6,800,000 with respect to terminations made under certain circumstances was reasonable in the context of comparable transactions and the likelihood that a fee of such size would not be a meaningful deterrent to alternative acquisition proposals;

•

the Board’s right to change its recommendation whether or not in connection with a Superior Proposal, prior to obtaining the stockholder approval if the Board has determined in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to make such change in recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, subject to certain notice requirements and “negotiation rights”;

•	the representations, warranties and covenants of the parties, the limited conditions to the parties’ obligations to complete the Aegis Transactions and their limited ability to terminate the Transaction Agreement;

---

•	the fact that the Company has sufficient operating flexibility to conduct its business in the ordinary course between the execution of the Transaction Agreement and consummation of the Aegis Transactions;

•	the fact that the definition of  “Public Company Material Adverse Effect” (as defined in the Transaction Agreement) has a number of customary exceptions, as described in detail in the section entitled “—Description of the Transaction Agreement—Representations and Warranties” beginning on page 66, and is generally a very high standard as applied by the courts;

•	the restrictions on the conduct of the Company’s business prior to the completion of the Aegis Transactions, including restrictions on realizing certain business opportunities or taking certain actions with respect to the Company’s operations the Company may otherwise take absent the pending Aegis Transactions;

•

the restrictions on the incurrence of indebtedness pursuant to the Transaction Agreement and the fact that incurrence of additional indebtedness could result in the increase of the Company’s leverage and the issuance by the Company to the Aegis Stockholder of additional shares of our common stock or the reduction of the amount payable by the Aegis Stockholder to the Company in respect of the additional cash payment contemplated by the Transaction Agreement , as more fully described in the section entitled “—Description of the Transaction Agreement—Net Debt Adjustment” beginning on page 65; and

•	the Company’s right to specifically enforce Aegis and the Aegis Stockholder’s obligations under the Transaction Agreement.

---

---

---

---

---

---

(i)

Borrowings under the agreement will bear interest at a rate per annum equal to the aggregate of the applicable margin and LIBOR. The margin added to LIBOR or the base rate will depend on Aegis' leverage ratio from time to time. Interest expense was calculated using the leverage ratio and margin rates which was 4.5%. The LIBOR rate used was 1.33%, which is the one month LIBOR rate as of November 22, 2017.

---

(ii)	Debt issuance costs resulting from the new facility were amortized to interest expense on a straight line basis.

(iii)	Elimination of historical interest expense represents interest accrued from January 1, 2017 through December 31, 2017 on debt that was extinguished in the transaction, as well as interest expense accrued on the incremental senior note for the period November 22, 2017 to December 31, 2017.

---

(a)	Reclassifies certain items in Aegis' balance sheet to conform to StarTek's presentation.

(b)	Reclassifies payments due to equipment suppliers historically recorded as other financial liabilities to accounts payable.

(c)	Reclassifies costs capitalized in connection with the construction of assets not yet placed into service historically recorded as Capital work in progress to Property, plant and equipment, net.

(d)	Reclassifies employee benefit obligations historically recorded as Other financial liabilities, Provisions, and Other current liabilities to Accrued employee compensation and benefits.

(e)	Reclassifies the current portion of long term debt historically recorded in Other financial liabilities to Other current debt.

(f)	Reclassifies other accrued expenses historically classified as Other financial liabilities to Other accrued liabilities.

(g)	Reclassifies deferred revenue historically classified as Other financial liabilities to Other current liabilities.

---

(h)	Reclassifies assets historically recorded as Other financial assets, Equity-accounted investees, and Advance income tax, net to Other current assets and Other long-term assets as applicable.

(i)	Reclassifies liabilities historically recorded as Other current liabilities to Customer deposits.

(i)	Reclassifies General and administrative and Selling and distribution expenses to Selling, general and administrative expenses.

---

(i)	Upon closing, StarTek will issue 833,333 shares at $12 per share, resulting in a $10 million payment from the Aegis Shareholder to the Company.

(ii)	Estimate of transaction costs expected to be paid following the closing date.

---

---

---

•	a draft of the Transaction Agreement dated March 11, 2018, and William Blair assumed that the Transaction Agreement would not differ from such draft in any material respects;

•	the audited financial statements of the Company for the fiscal years ended December 31, 2015 and 2016;

•	the unaudited financial statements of the Company for the fiscal year ended December 31, 2017;

•	the audited financial statements of Aegis for the fiscal years ended March 31, 2016 and 2017;

•	the unaudited financial statements of Aegis for the twelve months ended December 31, 2017;

•	the draft due diligence report issued by Deloitte & Touche LLP dated March 9, 2018, reflecting Aegis’ financial results at and for the fiscal years ended March 31, 2016 and March 31, 2017, and the twelve months ended December 31, 2017;

---

•	certain internal business operating and financial information and forecasts of the Company and Aegis prepared by Management and senior management of Aegis, respectively, which we refer to as the “Forecasts” and which are defined below under “Certain Unaudited Financial Forecasts of the Company”;

•	information regarding the amount and timing of incremental revenue, cost savings and related expenses which Management expects will result from the Aegis Transactions, which we refer to as the “Expected Synergies”;

•	information regarding the strategic, financial and operational benefits anticipated from the Aegis Transactions and the prospects of the Company (with or without the Aegis Transactions) prepared by Management of the Company;

•	information regarding publicly available financial terms of certain other business combinations William Blair deemed relevant;

•	the financial position and operating results of the Company compared with those of certain other publicly traded companies William Blair deemed relevant;

•	current and historical market prices and trading volumes of the common stock of the Company; and

•	certain other publicly available information on the Company and Aegis.

---

•	Teleperformance SE

•	Convergys Corporation

•	TTEC Holdings Inc.

---

•	Sykes Enterprises, Incorporated

•	Atento SA

---

---

---

---

•	Were originally prepared in the first quarter of 2018;

•	Do not necessarily reflect current estimates or expectations, beliefs, opinions or assumptions Management may have about prospects for the Company’s business, changes in general business or economic conditions, or any other transactions or event that has occurred or that may occur and that was not anticipated at the time the forecasts were prepared;

•	May not reflect estimates, beliefs, opinions or analysis about any other financial period and may not reflect current results, which may be significantly more favorable or unfavorable than as set forth below; and

•	Are not, and should not be regarded as, a representation that any other expectations contained in, or forming a part of, the Company’s forecasts will be achieved.

•	Strong revenue growth primarily driven by the retail sector following the Company’s entering into a multiyear contract with a large global retail provider in January 2018, a robust sales pipeline weighted towards the growing healthcare sector;

•	Successfully replacing substandard margin business in domestic sites with acceptable margin business (referred to as “highgrading”); and

•	Certain incremental growth capital expenditures and startup costs related to opening sites in 2018, 2020 and 2021 along with required maintenance capital expenditures in each of the years 2018, 2019, 2020, 2021 and 2022.

(1)	EBITDA is defined as consolidated net income plus depreciation and amortization; gain (loss) on disposal of assets; less stock-based compensation expense; gain (loss) on extinguishment of debt; provision for income taxes; interest expense; minus interest and other income and non-cash items increasing consolidated net income.

(2)	Adjustments include restructuring costs, impairment of investment and gain/loss on sale of assets.

---

•	Were originally prepared in the fourth quarter of 2017;

•	Do not necessarily reflect current estimates or expectations, beliefs, opinions or assumptions Aegis’ management may have about prospects for Aegis’ business, changes in general business or economic conditions, or any other transactions or event that has occurred or that may occur and that was not anticipated at the time the forecasts were prepared;

•	May not reflect estimates, beliefs, opinions or analysis about any other financial period and may not reflect current results, which may be significantly more favorable or unfavorable than as set forth below; and

•	Are not, and should not be regarded as, a representation that any other expectations contained in, or forming a part of, the Aegis forecasts will be achieved.

•	Strong revenue growth largely driven by growth from existing customers’ accounts and acquisition of new accounts through renewed marketing and business development efforts.

---

•	Successfully improving EBITDA by providing premium services that command higher margins.

•	Depreciation of currencies (Australian dollar, South African rand, Argentine peso, Indian rupee, Malaysian ringgit, British pound, Sri Lankan rupee, Peruvian sol, Saudi riyal and Philippine peso) going forward, is assumed to be in line with the last 5 years historical trend.

•	Customer due diligence with Aegis’ key clients which yields positive feedbacks on the Company’s account, service level, wallet share and relationship.

•	In computing the forecasts below, Aegis included only 51% of the revenues and expenses of CCC, reflective of Aegis’ percentage ownership in CCC. Accounting treatment of CCC financials may differ from Aegis’ assumption.

---

---

•

the Company shall use its reasonable best efforts to obtain any waiver or consent of any relevant third party to allow, without requiring any material amendment to any existing agreement with any such relevant third party, an increase in such 200,000 share limit to permit the full adjustment and increase to the number of Transaction Shares, in which case, the adjustment to the number of Transaction Shares shall be made without the limitation of the 200,000 share limit;

•

the Company may, in its sole discretion, waive the application of the 200,000 share limit and issue a number of additional shares of our common stock in respect of all or part of the positive debt amount, with each share being valued at $12 (provided that such waiver shall not conflict with, or result in any violation or breach of, constitute a default, or give rise to the vesting of any right by any third party or the acceleration of any material benefit for any third party, pursuant to any of the terms, conditions or provisions of any contract or other agreement, instrument or obligation of the Company); and

•

if such consent or waiver referenced in the first bullet above is not obtained on or prior to the closing date of the Aegis Transactions, as extended to permit the Company to attempt to obtain such consent, and the waiver contemplated by the second bullet, if made, does not result in the issuance of an additional number of shares of our common stock equal to the positive debt amount divided by $12, then;

•

the $10,000,000 payment to be made by the Aegis Stockholder to the Company shall be reduced to an amount (but not less than zero) equal to $10,000,000 minus the difference between the positive debt amount and $2,400,000, subject to increase to the extent the Company waives the 200,000 share limit as set in the second bullet above, and the number of additional shares to be issued to the Aegis Stockholder in respect of such $10,000,000 payment shall equal such payment as so reduced divided by $12, and

---

•	the number of Transaction Shares shall be adjusted to equal 20,800,000 (as may be adjusted for stock splits, consolidation and other similar corporate events) plus the number of shares obtained by dividing the positive debt amount minus the $2,400,000 cap, as increased pursuant to the first sub-bullet above, by $12 (with any fractional shares rounded up or down to the nearest whole share).

•	our and our subsidiaries’ organization, good standing and qualification and similar corporate matters;

•	our capitalization, including the number of shares of our common stock and other equity interests issued and outstanding;

---

•	the absence of preemptive or other similar rights and the absences of debt securities that give their holders the right to vote with our stockholders;

•	matters regarding the Company's subsidiaries;

•	our corporate power and authority to execute and deliver the Transaction Agreement, to consummate the Aegis Transactions and to comply with the terms of the Transaction Agreement;

•	the absence of any violation of our charter documents, certain contracts or laws or judgments to which we are subject as a result of our execution and delivery of the Transaction Agreement and our consummation of the Aegis Transactions;

•	the enforceability of the Transaction Agreement against us;

•	the consents, approvals, notices and other similar actions with respect to governmental entities and other third parties required as a result of our execution and delivery of the Transaction Agreement and our consummation of the Aegis Transactions;

•	our Board’s approval of the Transaction Agreement;

•

the filing of required reports and other documents by us with the SEC, the compliance of such reports and documents with the applicable requirements of the federal securities laws, rules and regulations, the compliance of our financial statements included in such reports and documents with applicable accounting requirements and the rules and regulations of the SEC, the absence of any outstanding or unresolved comments received by us from the SEC and the absence of certain types of undisclosed liabilities;

•	the preparation of our financial statements included in our reports and documents filed with the SEC in accordance with US GAAP;

•	the accuracy of the information supplied by us in connection with this proxy statement;

•	compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002, as amended;

•	the maintenance by us of internal controls over financial reporting and disclosure controls and procedures designed to ensure timely and adequate reporting;

•	compliance with the applicable listing rules and governance rules of the NYSE;

•	the absence of actual knowledge, of any substantive material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices;

•	the absence of certain undisclosed liabilities;

•	the absence of a Public Company Material Adverse Effect that is continuing since December 31, 2017 and the conduct of our and our subsidiaries’ respective businesses in the ordinary course of business consistent with past practice since December 31, 2017;

•	tax matters;

•	real property and leases;

•	intellectual property and data privacy;

•	material contracts;

•	certain pending and threatened litigation;

•	environmental matters;

---

•	employee benefits matters;

•	our compliance with applicable laws and judgments;

•	compliance with certain domestic and foreign corruption laws;

•	holding of necessary permits and applicable regulatory authorizations;

•	insurance policies and claims;

•	labor matters;

•	opinions from financial advisors;

•	inapplicability of DGCL Section 203;

•	agreements with affiliates;

•	relationships with brokers and other advisors;

•	acknowledgment of our independent investigation into Aegis;

•	lack of appraisal rights;

•	customer and supplier matters; and

•	non-reliance on the Aegis Stockholder’s and Aegis’ estimates or on representations and warranties not set forth in the Transaction Agreement.

(i)	general economic conditions (or changes in such conditions) in any country or region in the world, or conditions in the global economy generally;

(ii)

conditions (or changes in such conditions) in the securities markets, credit markets, currency markets or other financial markets in any country or region in the world, including (A) changes in interest rates in any country or region in the world and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in any country or region in the world;

(iii)	conditions (or changes in such conditions) in the industries in which the Company and its subsidiaries conduct business;

(iv)	political conditions (or changes in such conditions) in any country or region in the world or acts of war (whether or not declared), sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region in the world;

---

(v)	earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in any country or region in the world;

(vi)	the announcement or pendency of the Transaction Agreement or the anticipated consummation of the transactions, including the identity of Aegis (including, to the extent resulting from the foregoing, any effect on any of the Company’s or any of its subsidiaries’ relationships with their respective customers, suppliers or employees);

(vii)	any actions taken or any failure to take action, in each case, which Aegis has approved, consented to or requested; or compliance with the terms of, or the taking of any action required or contemplated by, the Transaction Agreement, or the failure to take any action prohibited by the Transaction Agreement;

(viii)	changes in law or other legal or regulatory conditions, or the interpretation thereof, or changes in US GAAP or other accounting standards (or the interpretation thereof), or effects that result from any action taken for the purpose of complying with any of the foregoing;

(ix)	any fees or expenses incurred in connection with the transactions;

(x)

changes in the Company’s stock price or the trading volume of the Company’s stock, or any failure by the Company to meet any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, or any failure by the Company or any of its subsidiaries to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition);

(xi)	any legal proceedings made or brought by any of the current or former stockholders of the Company (on their own behalf or on behalf of the Company) against the Company arising out of the transactions;

(xii)	any events resulting from or arising out of any actions taken by the Company or any of its subsidiaries, on the one hand, and Aegis or any of its subsidiaries, on the other hand, as required by the Transaction Agreement; or

(xiii)

any action or omission explicitly required under the Transaction Agreement or any action taken or omitted to be taken at the specific request of Aegis or any omission caused by the failure of Aegis to provide a consent under the Transaction Agreement (other than any such consent with respect to which Aegis has reasonably withheld such consent pursuant to and consistent with the Transaction Agreement); except to the extent such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses (i) through (v) and (viii) disproportionately adversely affect in a material respect the Company and its subsidiaries, taken as a whole, as compared to other companies that conduct business in the countries and regions in the world and in the industries in which the Company and its subsidiaries conduct business (in which case, such adverse effects (if any) shall be taken into account when determining whether a “Public Company Material Adverse Effect” has occurred or may, would or could occur solely to the extent they are disproportionate in a material respect).

•	the Aegis Stockholder’s organization and good standing;

•	the Aegis Stockholder’s corporate power and authority to execute and deliver the Transaction Agreement, to consummate the Aegis Transactions and to comply with the terms of the Transaction Agreement;

•	the enforceability of the Transaction Agreement against the Aegis Stockholder;

•	the consents, approvals, notices and other similar actions with respect to governmental entities and other third parties required as a result of the Aegis Stockholder’s execution and delivery of the Transaction Agreement and the Aegis Stockholder’s consummation of the Aegis Transactions;

---

•	the absence of any violation of the Aegis Stockholder’s organizational documents, certain contracts or laws or judgments to which they are subject as a result of the Aegis Stockholder’s execution and delivery of the Transaction Agreement and consummation of the Aegis Transactions;

•	the Aegis Stockholder’s ownership of the Aegis stock;

•	the Aegis Stockholder’s lack of ownership of our common stock;

•	the absence of pending or threatened litigation regarding the Aegis Transactions;

•	the Aegis Stockholder’s financial and business sophistication and acquisition of shares for its own account;

•	the Aegis Stockholder’s acceptance of the Transaction Shares as restricted securities and the accompanying legends;

•	the Aegis Stockholder’s status as an accredited investor;

•	the Aegis Stockholder’s acknowledgment of its independent investigation into the Company; and

•	the Aegis Stockholder’s non-reliance on the Company’s estimates or on representations and warranties not set forth in the Transaction Agreement.

•	Aegis’ organization and good standing;

•	Aegis’ corporate power and authority to execute and deliver the Transaction Agreement, to consummate the Aegis Transactions and to comply with the terms of the Transaction Agreement;

•	the enforceability of the Transaction Agreement against Aegis;

•	the consents, approvals, notices and other similar actions with respect to governmental entities and other third parties required as a result of Aegis’ execution and delivery of the Transaction Agreement and Aegis’ consummation of the Aegis Transactions;

•	the absence of any violation of Aegis’ organizational documents, certain contracts or laws or judgments to which they are subject as a result of Aegis’ execution and delivery of the Transaction Agreement and consummation of the Aegis Transactions;

•	Aegis’ capitalization, including the number of shares of common stock and other equity interests issued and outstanding;

•	the absence of preemptive or other similar rights or debt securities that give their holders the right to vote with Aegis stockholders;

•	matters regarding Aegis' subsidiaries;

•	financial statements and information pertaining thereto;

•	the accuracy of information supplied by Aegis for inclusion in this proxy statement;

•	the absence of certain undisclosed liabilities;

•	the absence of a material adverse effect that is continuing since December 31, 2017 and the conduct of Aegis’ and its subsidiaries respective businesses in the ordinary course of business consistent with past practice;

•	tax matters;

---

•	real property;

•	intellectual property and data privacy;

•	material contracts;

•	certain pending and threatened litigation;

•	environmental matters;

•	employee benefits matters;

•	Aegis’ compliance with all applicable laws and judgments;

•	Aegis’ compliance with certain domestic and foreign corruption laws;

•	Aegis’ holding of necessary permits and applicable regulatory authorizations;

•	insurance policies and claims;

•	labor matters;

•	Aegis’ agreements with affiliates;

•	relationships with brokers and other advisors;

•	Aegis’ maintenance of disclosure controls and procedures designed to ensure timely and adequate reporting;

•	extensions of credit by Aegis to or for directors or executives;

•	customer and supplier matters; and

•	warranties as to the inapplicability to Aegis of the noncompetition and nonsolicitation provisions of that certain Purchase Agreement, dated as of July 9, 2014, by and among TPUSA, Inc., Essar Services (Mauritius), Aegis USA, Inc., AGC Holdings Limited, Aegis Services Australia Pty Limited and Aegis Outsourcing UK Ltd.

(i)	general economic conditions (or changes in such conditions) in any country or region in the world, or conditions in the global economy generally;

(ii)

conditions (or changes in such conditions) in the securities markets, credit markets, currency markets or other financial markets in any country or region in the world, including (A) changes in interest rates in any country or region in the world and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in any country or region in the world;

---

(iii)	conditions (or changes in such conditions) in the industries in which Aegis and its subsidiaries conduct business;

(iv)	political conditions (or changes in such conditions) in any country or region in the world or acts of war (whether or not declared), sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region in the world;

(v)	earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in any country or region in the world;

(vi)	the announcement or pendency of the Transaction Agreement or the anticipated consummation of the transactions, including the identity of the Company (including, to the extent resulting from the foregoing, any effect on any of Aegis’ or any of its subsidiaries’ relationships with their respective customers, suppliers or employees);

(vii)	any actions taken or any failure to take action, in each case, which the Company has approved, consented to or requested or compliance with the terms of, or the taking of any action required or contemplated by, the Transaction Agreement; or the failure to take any action prohibited by the Transaction Agreement;

(viii)	changes in law or other legal or regulatory conditions, or the interpretation thereof, or changes in IFRS or other accounting standards (or the interpretation thereof), or effects that result from any action taken for the purpose of complying with any of the foregoing;

(ix)	any fees or expenses incurred in connection with the transactions;

(x)	any failure by Aegis or any of its subsidiaries to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition);

(xi)	any events resulting from or arising out of any actions taken by the Company or any of its subsidiaries, on the one hand, and Aegis or any of its subsidiaries, on the other hand, as required by the Transaction Agreement; or

(xii)

any action or omission explicitly required under the Transaction Agreement or any action taken or omitted to be taken at the specific request of the Company or any omission caused by the failure of the Company to provide a consent under the Transaction Agreement (other than any such consent with respect to which the Company has reasonably withheld such consent pursuant to and consistent with the Transaction Agreement); except to the extent such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses (i) through (v) and (viii) disproportionately adversely affect in a material respect Aegis and its subsidiaries, taken as a whole, as compared to other companies that conduct business in the countries and regions in the world and in the industries in which Aegis and its subsidiaries conduct business (in which case, such adverse effects (if any) shall be taken into account when determining whether a “Private Company Material Adverse Effect” has occurred or may, would or could occur solely to the extent they are disproportionate in a material respect).

•

(i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of the Company’s capital stock (other than dividends and distributions by a direct or indirect wholly owned subsidiary to its parent), (ii) split, combine or reclassify any of the Company’s capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its

---

•

issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any shares of capital stock, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible or exchangeable securities, in each case other than the issuance of shares of our common stock upon the exercise of the Company's stock options, or upon the exercise or vesting of any other equity based awards or the Amazon Warrant, or rights under the employee stock purchase plan;

•	amend the Company’s Certificate of Incorporation, bylaws or other comparable charter or organizational documents;

•

acquire (i) by merging or consolidating with, or by purchasing all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof or (ii) any assets, in each case, (A) in excess of $100,000 in any single transaction or series of related transactions or if such acquisition would prevent, materially delay or materially impede the satisfaction of the conditions set forth in the Transaction Agreement, other than pursuant to existing contracts or commitments, and (B) except purchases of property, plant and equipment, inventory and raw materials in the ordinary course of business;

•	assign, sell, lease, sublease, license, pledge, or otherwise dispose of, encumber or convey any right, title or interest in any of the Company leased properties or any material assets owned, leased or otherwise operated by the Company or any of its subsidiaries other than in the ordinary course of business;

•	adopt any stockholder rights plan;

•

(i) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person (other than letters of credit or similar arrangements issued to or for the benefit of suppliers or incurrences of indebtedness under the Company’s existing credit agreement, in each case, in the ordinary course of business that would not result in the Company having net debt exceeding $43,400,000), (ii) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, (iii) make any loans, advances (other than routine advances to employees in the ordinary course of business) or capital contributions to, or investment in, any other person, other than the Company or any of its direct or indirect wholly owned subsidiaries or (iv) other than in the ordinary course of business, enter into any hedging agreement or other financial agreement or arrangement designed to protect the Company or its subsidiaries against fluctuations in exchange rates;

•

make any capital expenditures or other expenditures with respect to property, plant or equipment in excess of $1,000,000 in the aggregate for the Company and its subsidiaries, taken as a whole, other than as included in the Company’s budget for capital expenditures; the Company must notify Aegis in writing of any capital expenditures or other expenditures with respect to property, plant or equipment in excess of $500,000 in the aggregate and must discuss with Aegis in good faith the need and optimization of such expenditure;

•	make any material changes in accounting methods, principles or practices, except insofar as may be required by a change in US GAAP;

•

(i) adopt, enter into, terminate or amend any employment, severance or similar agreement or benefit plan for the benefit or welfare of any current or former director or executive officer or any collective bargaining agreement (except in the ordinary course of business and only if such arrangement is terminable on 60 days’ or less notice without either a penalty or a termination payment), (ii) increase the compensation or fringe benefits of, or pay any bonus to, any director or executive officer (except for annual increases of salaries in the ordinary course of business and bonuses), except that the Company and its subsidiaries may hire new employees and promote employees in the ordinary course of business, (iii) accelerate the payment, right to payment or vesting of any

---

•	(A) amend in any material respect or terminate any material contract or lease, or (B) enter into, amend, or terminate any agreement that would be a material contract or lease;

•

waive, release, assign, settle, compromise or otherwise resolve any investigation, claim (excluding customer claims in the ordinary course of business that have not resulted in litigation), action, litigation or other legal proceedings, except where such waivers, releases, assignments, settlements or compromises are with a third party (who is not an executive officer of the Company) and involve only the payment of monetary damages in amounts not in excess of $50,000 individually;

•	adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any subsidiary;

•

take any action that would reasonably be expected to (A) result in any inaccuracy of a representation or warranty in the Transaction Agreement that would allow for a termination thereof, (B) cause any of the conditions precedent to the transactions contemplated by the Transaction Agreement to fail to be satisfied, or (C) prevent, materially delay or materially impede the consummation of the transactions;

•

make, change or revoke any tax elections, or change any material method of tax accounting, file any amended tax return or any tax return inconsistent with past practices, file any claims for material tax refunds, enter into any closing agreement or similar agreement with respect to taxes, settle or compromise any tax liability or surrender any right to claim a tax refund, offset or other reduction in tax liability or change or agree to any change of the value of any real, personal or intangible property for tax assessment or other tax purposes; or

•	authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions.

•

(i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of Aegis' capital stock (other than dividends and distributions by a direct or indirect wholly owned subsidiary to its parent), (ii) split, combine or reclassify any of Aegis' capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities or (iii) purchase, redeem or otherwise acquire any shares of Aegis' capital stock or any of its other securities or any rights, warrants or options to acquire any such shares or other securities;

•	issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any shares of capital stock, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible or exchangeable securities;

•	amend Aegis’s articles of association or other comparable charter or organizational documents;

•

acquire (i) by merging or consolidating with, or by purchasing all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof or (ii) any assets, in each case, (A) in excess of $100,000 in any single transaction or series of related transactions or if such acquisition would prevent, materially delay or materially impede the satisfaction of the conditions set forth in the Transaction Agreement, other than pursuant to existing contracts or commitments, and (B) except purchases of property, plant and equipment, inventory and raw materials in the ordinary course of business;

---

•	assign, sell, lease, sublease, license, pledge, or otherwise dispose of, encumber or convey any right, title or interest in any of Aegis leased properties or any material assets owned, leased or otherwise operated by Aegis or any of its subsidiaries other than in the ordinary course of business;

•

(i) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person (other than letters of credit or similar arrangements issued to or for the benefit of suppliers or incurrences of indebtedness under Aegis’ existing credit agreement, in each case, in the ordinary course of business that would not result in Aegis having net debt exceeding $163,000,000), (ii) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of Aegis or any of its subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, (iii) make any loans, advances (other than routine advances to employees in the ordinary course of business) or capital contributions to, or investment in, any other person, other than Aegis or any of its direct or indirect wholly owned subsidiaries or (iv) other than in the ordinary course of business, enter into any hedging agreement or other financial agreement or arrangement designed to protect Aegis or its subsidiaries against fluctuations in exchange rates;

•

make any capital expenditures or other expenditures with respect to property, plant or equipment in excess of $1,000,000 in the aggregate for Aegis and its subsidiaries, taken as a whole, other than as included in Aegis’ budget for capital expenditures; Aegis must notify the Company in writing of any capital expenditures or other expenditures with respect to property, plant or equipment in excess of $500,000 in the aggregate and must discuss with the Company in good faith the need and optimization of such expenditure;

•	make any material changes in accounting methods, principles or practices, except insofar as may be required by a change in IFRS;

•

(i) adopt, enter into, terminate or amend any employment, severance or similar agreement or benefit plan for the benefit or welfare of any current or former director or executive officer or any collective bargaining agreement (except in the ordinary course of business and only if such arrangement is terminable on 60 days’ or less notice without either a penalty or a termination payment), (ii) increase the compensation or fringe benefits of, or pay any bonus to, any director or executive officer (except for annual increases of salaries in the ordinary course of business and bonuses), except that Aegis and its subsidiaries may hire new employees and promote employees in the ordinary course of business, (iii) accelerate the payment, right to payment or vesting of any material compensation or benefits, including any outstanding options or restricted stock awards, other than as contemplated by the Transaction Agreement or (iv) grant any stock options, restricted stock units, stock appreciation rights, stock based or stock related awards, performance units or restricted stock;

•	(A) amend in any material respect or terminate any material contract or lease, or (B) enter into, amend, or terminate any agreement that would be a material contract or lease;

•

waive, release, assign, settle, compromise or otherwise resolve any investigation, claim (excluding customer claims in the ordinary course of business that have not resulted in litigation), action, litigation or other legal proceedings, except where such waivers, releases, assignments, settlements or compromises are with a third party (who is not an executive officer of Aegis) and involve only the payment of monetary damages in amounts not in excess of $50,000 individually;

•	adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Aegis or any subsidiary;

•

take any action that would reasonably be expected to (A) result in any inaccuracy of a representation or warranty in the Transaction Agreement that would allow for a termination thereof, (B) cause any of the conditions precedent to the transactions contemplated by the Transaction Agreement to fail to be satisfied, or (C) prevent, materially delay or materially impede the consummation of the transactions;

•

make, change or revoke any tax elections, or change any material method of tax accounting, file any amended tax return or any tax return inconsistent with past practices, file any claims for material tax refunds, enter into any closing agreement or similar agreement with respect to taxes, settle or compromise any tax liability or surrender any right to claim a tax refund, offset or other reduction in tax liability or change or agree to any change of the value of any real, personal or intangible property for tax assessment or other tax purposes; or

---

•	authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions.

•	solicit, seek or initiate or knowingly take any action to facilitate (including by way of furnishing information) or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Alternative Proposal (as defined in the Transaction Agreement and below);

•	enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Alternative Proposal, or furnish to any person any nonpublic information or afford any person other than Aegis access to such party’s property, books or records (except pursuant to a request by a governmental entity) in connection with any Alternative Proposal;

•	take any action to make the provisions of any takeover statute inapplicable to any transaction contemplated by an Alternative Proposal;

•	approve or enter into a letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement with any person, other than Aegis or its affiliates, for, constituting or otherwise relating to an Alternative Proposal;

•	grant any waiver or release under or knowingly fail to enforce any confidentiality, standstill or similar agreement in respect of a proposed Alternative Proposal, unless the Board concludes in good faith that a failure to take any such action would be reasonably likely to be inconsistent with the directors’ fiduciary obligations to the Company’s stockholders under applicable law; or

•	publicly propose to do any of the foregoing described above.

•	withhold, withdraw or modify in a manner adverse to Aegis, or propose to withdraw or modify in a manner adverse to Aegis, the approval or recommendation by the Board with respect to the Aegis Issuance Proposal, the Authorized Shares Proposal or the Corporate Opportunity Proposal pursuant to the Transaction Agreement;

•	adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Alternative Proposal;

•	fail to include its recommendation “FOR” the Aegis Issuance Proposal, the Authorized Shares Proposal and the Corporate Opportunity Proposal in the proxy statement; or

•	resolve, propose or agree to do any of the foregoing.

---

---

•	duly call, give notice of, convene and hold as promptly as practicable, after the SEC has completed its review of this proxy statement, a stockholder meeting for the purpose of considering and voting upon the matters set forth in the Aegis Issuance Proposal, the Authorized Shares Proposal and the Corporate Opportunity Proposal; and

•	include in this proxy statement the recommendation of the Board in favor of approval of the Aegis Issuance Proposal, the Authorized Shares Proposal and the Corporate Opportunity Proposal and use commercially reasonable efforts to solicit from our stockholders proxies in favor of the Aegis Issuance Proposal, the Authorized Shares Proposal and the Corporate Opportunity Proposal.

(i)	as promptly as reasonably practicable, preparing and filing, in consultation with the other parties, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other

---

(ii)	contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) which has the effect of making the transactions illegal or otherwise prohibiting consummation of the transactions; and

(iii)	execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Agreement.

•

the Company shall make or cause to be made, in consultation and cooperation with the Aegis Stockholder and Aegis, the notification to the FCA and as promptly as reasonably practicable and advisable to make appropriate filings pursuant to the HSR Act, as amended and all other necessary registrations, declarations, notices and filings relating to the transactions with other governmental entities under any other antitrust law with respect to the transactions;

•	each party agrees not to extend any waiting period under the HSR Act or any other antitrust law or make any agreement with a government entity that would delay the consummation of the transactions without the prior written consent of the other parties;

•

all parties agree to respond to any inquiries received and supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other antitrust law and to take such actions as are necessary or advisable to obtain all requisite approvals, clearances and authorizations of any governmental entity and cause the expiration or early termination of the applicable waiting periods under the HSR Act and any other antitrust law as promptly as reasonably practicable;

•	the Company and the Aegis Stockholder or Aegis shall be equally responsible for paying filing fees under HSR Act or any other antitrust law;

•	the Aegis Stockholder shall control and lead all communications and strategy relating to HSR Act and any related litigation matters, subject to good faith consultations with the Company with respect to any discussion related to the Aegis Transactions under the HSR Act;

•

each party shall promptly notify the other parties of any communication it or any of its representatives receives from any governmental entity relating to the matters that are the subject of the Transaction Agreement and permit the other parties to review in advance and consider in good faith the views of the other parties regarding any proposed communication by such party to any governmental entity;

•

neither the Company, the Aegis Stockholder nor Aegis shall agree to participate in any meeting or discussion with any governmental entity in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other party in advance and, unless prohibited by such governmental entity, gives the other party the opportunity to attend and participate at such meeting or discussion;

---

•

the Company, the Aegis Stockholder and Aegis (or their subsidiaries) shall promptly; (i) give any notices to third parties, other than governmental entities, that are required in connection with the transactions or are necessary to consummate the transactions, (ii) use their respective reasonable best efforts to obtain any consents from third parties, other than governmental entities, that are required in connection with the transactions or are necessary to consummate the transactions, (iii) keep the other parties reasonably informed of the status and progress on these consents, and (iv) promptly notify (within two business days) the other parties if it in good faith believes a consent may not be obtained; and

•	if the Company’s stockholders approve the charter amendments described in more detail in the Authorized Shares Proposal and the Corporate Opportunity Proposal, the Company agrees to file them in accordance with the DGCL prior to closing.

•	the approval of this Aegis Issuance Proposal and the Authorized Shares Proposal by our stockholders;

•	the expiration of any waiting period (and any extension thereof) applicable to the transactions under the HSR Act or the PCA of the Republic of the Philippines;

•	approval by the UK FCA of the transactions without any conditions, obligations or restrictions on the Company, the Aegis Stockholder or Aegis that are material to their business or the transactions;

•	the absence of any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation enacted, issued, promulgated, enforced or entered by any government entity of competent jurisdiction which has the effect of making the transactions illegal or otherwise prohibiting the consummation of the transactions;

•	the approval of the NYSE supplemental listing application discussed in “—NYSE Listing” above;

•	the filing of the charter amendment attached hereto as Annex F (insofar as the same relates to the increase of the Company's authorized shares of common stock in accordance with the DGCL.

•

our representations and warranties regarding certain matters relating to our capitalization must be true and correct (except for de minimis inaccuracies) in all respects as of the date of the Transaction Agreement and as of the closing date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct (except for de minimis inaccuracies) as of such earlier date only);

•

our other representations and warranties must be true and correct as of the date of the Transaction Agreement and as of the closing date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date only), except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Public Company Material Adverse Effect” set forth in such representations and warranties, other than our representation that no material adverse event has occurred) has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect;

•	our performance, in all material respects, of all covenants and obligations required to be performed by us under the Transaction Agreement at or prior to the closing date;

•	Aegis’ receipt of a certificate dated as of the closing date and signed on our behalf by either the Company’s Chief Executive Officer or Chief Financial Officer, stating that certain of the closing conditions have been satisfied;

•	the continued listing of the Company’s common stock on the NYSE;

---

•	the Aegis Stockholder’s receipt of executed copies of the Stockholders Agreement discussed below in “—Stockholders Agreement”;

•	the Company having taken action necessary to cause the Board to consist of the number and composition of directors described above in “—Directors and Officers”;

•	the Company having obtained the necessary consents to consummate the Transaction Agreement and delivery of evidence of these consents to Aegis;

•	lack of any fact, circumstance, occurrence, event, development, change or condition which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company.

•

their representations and warranties regarding certain matters relating to their capitalization must be true and correct (except for de minimis inaccuracies) in all respects as of the date of the Transaction Agreement and as of the closing date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct (except for de minimis inaccuracies) as of such earlier date only);

•

their other representations and warranties must be true and correct as of the date of the Transaction Agreement and as of the closing date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date only), except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Private Company Material Adverse Effect” set forth in such representations and warranties, other than their representation that no material adverse event has occurred) has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect;

•	their performance, in all material respects, of all covenants and obligations required to be performed by them under the Transaction Agreement at or prior to the closing date;

•	the Company’s receipt of a certificate dated as of the closing date and signed on their behalf by either the Aegis Chief Executive Officer or Chief Financial Officer, stating that certain of the closing conditions have been satisfied;

•	the Company’s receipt of executed copies of the Stockholders Agreement discussed below in “—Stockholders Agreement”;

•	their provision of evidence of termination of certain affiliate agreements described in the Transaction Agreement;

•	their having obtained the necessary consents to consummation of the Transaction Agreement and delivery of evidence of these consents to us;

•	lack of any fact, circumstance, occurrence, event, development, change or condition which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Aegis.

•	by the Company, Aegis and the Aegis Stockholder’s mutual written consent;

•	by either the Company or the Aegis Stockholder if:

---

•

the Aegis Transactions shall not have closed by July 23, 2018; however, the right to terminate shall not be available to any party if the failure of said party to fulfill any obligation under the Transaction Agreement has been a principal cause of or resulted in the failure of the closing to occur; the date may be extended to September 21, 2018 upon mutual consent of the Company and the Aegis Stockholder or if any waiver or consent of any relevant third party to allow such extension, without providing for the accelerated vesting of any outstanding unvested warrants (the Company must use its reasonable best effort to obtain any such necessary waivers or consents) has been obtained;

•

a government entity of competent jurisdiction shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting consummation of the transactions; provided, however, that a party shall not be permitted to terminate if the failure of such party (or, in the case of the Aegis Stockholder, the failure of Aegis) to fulfill any obligation under the Transaction Agreement has been a principal cause of or resulted in the issuance of any such order, decree, ruling or the taking of such other action; or

•

if the Company’s stockholders fail to approve the Aegis Issuance Proposal and the Authorized Shares Proposal, provided, however, that a party shall not be permitted to terminate if the failure of such party (or, in the case of the Aegis Stockholder, the failure of Aegis) to fulfill any obligation under the Transaction Agreement has been a principal cause of or resulted in the failure to obtain such approval.

•	by the Aegis Stockholder if:

•	prior to the Company stockholder vote to approve the Aegis Issuance Proposal and the Authorized Shares Proposal, the Board shall have failed to give its recommendation “FOR” the Aegis Issuance Proposal and the Authorized Shares Proposal;

•	after receipt by the Company of an Alternative Proposal the Board fails to reconfirm its recommendation of the Transaction Agreement within 10 business days (upon request for such confirmation from the Aegis Stockholder);

•	the Board approves or recommends an Alternative Proposal to the Company’s stockholders;

•	the Board recommends to the Company’s stockholders to tender their shares in any tender offer or exchange that may have commenced or fails to recommend against such tender within 10 business days after its commencement;

•	the Company materially breaches certain portions of the Transaction Agreement related to non-solicitation, Alternative Proposals and Superior Proposals; or

•

the Company breaches any representation, warranty, covenant or agreement in the Transaction Agreement which would cause certain closing conditions to not be satisfied and is not cured within 20 business days following receipt by us of notice of such breach from the Aegis Stockholder, provided that neither the Aegis Stockholder nor Aegis is then in breach of any representation, warranty, covenant or agreement in the Transaction Agreement.

•	by the Company if:

•

the Aegis Stockholder or Aegis breaches any representation, warranty, covenant or agreement in the Transaction Agreement which would cause certain closing conditions to not be satisfied and is not cured within 20 business days following receipt by the Aegis Stockholder and Aegis of notice of such breach from the Company, provided that the Company is not then in breach of any representation, warranty, covenant or agreement in the Transaction Agreement; or

•

each of the following occur (a) the Company receives a Superior Proposal, (b) the Company has complied with certain portions of the Transaction Agreement related to non-solicitation Alternative Proposals and Superior Proposals in accepting such Superior Proposal, (c) the Board approves and enters into a definitive agreement with respect to such Superior Proposal concurrently with the termination, and

---

•

by the Aegis Stockholder if the Company and the Board (i) fail to recommend the Aegis Issuance Proposal and the Authorized Shares Proposal, (ii) fail to reconfirm its recommendation of the Aegis Transactions within 10 business days after a request for such reconfirmation by the Aegis Stockholder after the Company receives an Alternative Proposal, (iii) approve or recommend an Alternative Proposal to the Company’s stockholders, (iv) recommend to the Company’s stockholders to tender their shares in any tender offer or exchange that may have commenced or fails to recommend against such tender within 10 business days after its commencement, or (v) the Company materially breaches certain portions of the Transaction Agreement related to non-solicitation, Alternative Proposals and Superior Proposals;

•	by the Company if it receives and approves a Superior Proposal;

•

by either the Company or the Aegis Stockholder, as applicable, if the Aegis Transactions have not closed by July 23, 2018 (and the failure to close does not result from an act or omission of the terminating party) or due to a breach by the Company of any representation, warranty, covenant or agreement in the Transaction Agreement and failure to cure said breach within 20 business days, provided prior to the termination, any person makes an Alternative Proposal or amends an Alternative Proposal made prior to the date of the Transaction Agreement with respect to the Company; and (B) within twelve months after such termination the Company enters into a definitive agreement to consummate, or consummates, any Alternative Proposal (regardless of whether made before or after the termination of the Transaction Agreement); provided that, the references to 25% in the definition of Alternative Proposal shall be deemed to be 50%.

---

---

•	vote or cause to be voted all shares of our common stock of which they are the beneficial owner in support of the Transaction Agreement and the transactions contemplated thereby as well as the Authorized Shares Proposal and the Corporate Opportunity Proposal;

•	not solicit, encourage or facilitate any Alternative Proposal (including by providing any non-public information regarding the Company) or enter into any negotiations or discussions regarding any Alternative Proposal;

•

vote or cause to be voted all shares of our common stock of which they are the beneficial owner against any Alternative Proposal or any action, proposal, transaction or agreement (a) which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the transactions or the fulfillment of the Aegis’, the Aegis Stockholder’s, or the Company’s conditions under the Transaction Agreement or change in any manner the voting rights of any security of the Company (including by any amendments to the Company’s Certificate of Incorporation or bylaws other than the Authorized Shares Proposal and the Corporate Opportunity Proposal) and (b) of which the Aegis Stockholder has notified the Supporting Stockholders of such effect prior to the date such vote is taken;

•	not deposit any of the common stock of which they are the beneficial owner into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, except as contemplated by the Support Agreements; and

•	not take any action that would make any representation or warranty in the Support Agreements untrue nor take any action that would otherwise restrict, limit or interfere in any material respect with their performance under the Support Agreements.

---

•	the closing date of the Transaction Agreement;

•	the date upon which the Transaction Agreement is terminated in accordance with its terms;

•	the date of any change in recommendation regarding the transactions by the Company Board (a “Public Company Board Recommendation Change” as defined in the Transaction Agreement);

•	the making of any material change, by amendment, waiver or other modification to any provision of the Transaction Agreement that decreases the amount or changes the form of consideration to be received by the Company (other than in connection with any adjustments set forth in the Transaction Agreement); or

•	the mutual written agreement of the Supporting Stockholder, Aegis and the Aegis Stockholder.

---

---

---

(1)

The amounts in this column reflect the sum of (a) a lump sum payment in respect of a single trigger transaction bonus award payable to the executive officer upon the consummation of the Aegis Transactions and (b) a lump sum severance payment that the executive officer would be entitled to receive on a termination of employment by the Company without “cause” or by the executive for “good reason” upon, or within two years after, the closing of the Aegis Transactions, contingent upon compliance with non-compete and non-solicit covenants contained in the applicable employment agreement. Severance and other benefits payable to Mr. Carlson in connection with a change of control may be reduced if such benefits would be subject to taxation under Section 280G of the Internal Revenue Code to provide the greatest after-tax benefits. The following table breaks down the amounts referred to in clauses (a) and (b):

(2)

This amount represents the amount of the outstanding awards under the 2008 EIP that are not yet vested. 50% of the shares that were unvested will vest immediately before the closing of the Aegis Transactions (“single trigger”). The remaining 50% will vest, to the extent unvested, if within two years after the closing of the Aegis Transactions, the executive officer is involuntarily terminated other than for “cause” (“double trigger”) and, in such case, all options will remain exercisable for the remainder of the original option term. Stock options are valued at the excess of the price per share of the Company’s common stock over the applicable exercise price. For purposes of these calculations, because the Company’s stockholders will not receive a fixed price per share in respect of their common stock in connection with the Aegis Transactions, the

---

(3)

Represents the value of health insurance benefits for a period of twelve months (eighteen months for the Chief Executive Officer) that the executive officer would be entitled to receive on a termination of employment by the Company without “cause” or by the executive for “good reason” upon, or within two years after, the closing of the Aegis Transactions, contingent upon compliance with non-compete and non-solicit covenants contained in the applicable employment agreement.

---

---

•	the organization and authority of the Company;

•	the Company's capital structure;

---

•	the due authorization and enforceability of the Amazon Warrant, the Amazon Transaction Agreement and any other applicable agreements with Amazon;

•	the valid issuance of the Amazon Warrant Shares upon the exercise of the Amazon Warrant;

•	the absence of conflicts with, or violations of, organizational documents, other contracts and applicable laws;

•	required regulatory filings and approvals of governmental entities;

•	documents filed with the SEC and financial statements;

•	internal controls and disclosure controls and procedures;

•	the absence of a material adverse effect;

•	the absence of certain litigation and liabilities;

•	the inapplicability of anti-takeover statutes or provisions in the Company's organizational documents;

•	the disclosure of related party transactions;

•	compliance with the Foreign Corrupt Practices Act and other applicable anti-bribery, anti-corruption and anti-money laundering rules; and

•	the absence of broker's fees payable in connection with the transactions.

•	the Company not taking any action that would cause the transactions to be subject to anti-takeover provisions or any stockholder rights plan;

•	the efforts required by the parties to obtain any required regulatory approvals;

•	cooperation between the Company and Amazon in connection with public announcements;

•	unless otherwise provided, the responsibility of each party to bear and pay costs and expenses incurred by it in connection with the transactions;

•	the tax treatment of the issuance of the Amazon Warrant; and

•	compliance with applicable securities laws.

---

•

acquiring equity securities, derivative instruments, or debt securities of the Company other than (i) the Amazon Warrant Shares acquired in accordance with the Amazon Transaction Agreement, (ii) securities acquired as a result of a stock split, stock dividend or distribution, other subdivision, reorganization, reclassification or similar capital transaction involving equity securities of the Company or (iii) securities acquired by a transfer of the Amazon Warrant to Amazon or a wholly owned subsidiary of Amazon;

•	engaging in a proxy solicitation with respect to the Company;

•	calling or seeking to call a meeting of Company stockholders or initiating any stockholder proposal;

•	nominating or seeking to nominate any person to the Board;

•	depositing voting securities of the Company into a voting trust or entering into a voting agreement or granting a proxy to any other person;

•	announcing, entering into, or proposing a merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving the Company or any of its subsidiaries other than as set forth in the Amazon Transaction Agreement;

•	either alone or in concert with others, seeking to control or influence the management or the policies of the Company;

•	taking actions that would reasonably be expected to make public disclosure of any of the events listed above;

•	advising or knowingly assisting or encouraging or entering into any discussions, negotiations or arrangements with any other persons in connection with the foregoing;

•	forming, joining or in any way participating in a group (other than a group consisting solely of Amazon and/or any of its affiliates) with respect to any voting securities of the Company; or

•	publicly disclosing any intention, plan or proposal with respect to any of the foregoing.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•	attract, motivate, reward and retain top talent;

•	ensure that compensation is commensurate with our overall performance and increases to stockholder value over the long term; and

•	ensure that our executive officers and certain key personnel have enough financial incentive to motivate them to achieve sustainable, profitable growth in stockholder value.

•	grow our existing client base by deepening and broadening our relationships,

•	diversify our client base by adding new clients and verticals,

•	improve our market position by becoming the leader in customer engagement services,

•	improve profitability through operational improvements, increased utilization and higher margin accounts,

•	expand our global delivery platform to meet our clients' needs, and

•	broaden our service offerings through more innovative, technology-enabled and added-value solutions

•	Chad A. Carlson, President and Chief Executive Officer - Mr. Carlson joined our Company in 2010 and was promoted to his current position in June 2011.

•	Donald Norsworthy, Senior Vice President, Chief Financial Officer and Treasurer - Mr. Norsworthy joined our Company on November 16, 2015.

•	Peter F. Martino, General Manager and Senior Vice President, Customer Support Services - Mr. Martino joined our Company in January 2014.

•	Jaymes D. Kirksey, Senior Vice President, Global Human Resources - Mr. Kirksey joined our Company in February 2013.

•	Stephen C. White, Chief Sales & Marketing Officer - Mr. White joined our Company in June 2016.

---

•

Base pay, along with a suite of retirement, health, and welfare benefits. Our executives receive the same retirement, health, and welfare benefits package as provided to all of our exempt employees. The tier of remuneration for supplemental Company-paid life insurance, long-term disability and accidental death and dismemberment insurance, given market and economic conditions, is viewed by the Compensation Committee as appropriate to attract and retain high-quality executives.

•	Short-term incentives are focused on a combination of Company financial performance and achievement of key strategic initiatives.

•	Long-term incentives are designed to reward the achievement of sustainable growth in stockholder value. These long-term incentives are typically in the form of stock options and/or restricted stock awards granted under our 2008 Equity Incentive Plan with time and/or performance vesting triggers.

•

The majority of an executive’s cash compensation comes in the form of a base salary. The cash from these base salaries can be enhanced by the payment of a bonus that is based on achievement of financial and/or strategic objectives. By linking the annual incentive bonus to Company performance, we can provide incentive for our executives to improve key business drivers and, thus, revenue and profitability.

•

We expect that in the long run, the bulk of executive officer compensation will come from stock price appreciation and other long-term incentives. Executives are allocated equity upside to ensure that they will be rewarded for sustained increases in stock value. We believe that we can drive increases in stock value through sustainable growth and improvement in profitability, as well as by maintaining credibility in the marketplace. Through these means, we hope to motivate our executives to create the kind of sustained increase in share value that will reward stockholders and executives alike.

---

•	President and Chief Executive Officer                        100%

•	Senior Vice President, Chief Financial Officer & Treasurer                75%

•	General Manager and Senior Vice President, Customer Support Services        60%

•	Senior Vice President, Global Human Resources                    60%

•	JD Power agreement utilizing Ideal Dialogue analytics to support their Customer Engagement Site Certification

•	Enterprise Process Library - 85% usage in year-end survey

•	Implementation of XSOL back office workflow platform

•	Ideal Dialogue QA deal or retail deal

---

•	Mr. Carlson    $76,973

•	Mr. Norsworthy    $31,751

•	Mr. Martino    $23,289

•	Mr. Kirksey    $20,783

---

•	Mr. Carlson    41,266

•	Mr. Norsworthy    10,213

•	Mr. Martino    7,427

•	Mr. Kirksey    6,685

---

---

(a)

The amounts shown in this column reflect the aggregate grant date fair value of options granted to each named executive officer during 2017, 2016 and 2015, respectively, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. This does not reflect amounts paid to or realized by the named executive officers. See Note 11 “Share-Based Compensation and Employee Benefit Plans,” to our Consolidated Financial Statements, attached hereto, beginning on page F - 1 - 20 for more information on the assumptions used in accounting for equity awards.

(b)

The amounts disclosed under Non-Equity Incentive Plan Compensation reflect payouts under the annual Executive Incentive Plan. For certain years, Messrs. Carlson and Kirksey elected to receive a portion of their total non-equity incentive plan compensation payout in the form of stock options. In fiscal 2017, neither elected to receive a portion of their non-equity incentive plan compensation payout in the form of stock options. For fiscal 2016, they elected to receive 50% of their total non-equity incentive plan compensation payout amount above in the form of stock options and 50% in cash. As a result, Mr. Carlson received an option to purchase 15,187 shares of our common stock and Mr. Kirksey received an option to purchase 4,145 shares of our common stock, each at $4.62 per share. In fiscal 2015, Mr. Carlson elected to receive 25% of his total non-equity incentive plan compensation payout amount above in the form of stock options and 75% in cash. As a result, Mr. Carlson received an option to purchase 13,340 shares of our common stock at $8.85 per share. The options hereunder were fully vested upon grant and expire ten years from the grant date.

(c)

Included in All Other Compensation for 2017 are employer contributions related to our 401(k) Plan (Mr. Carlson, $10,060; Mr. White, $1,251; Mr. Martino, $10,800; Mr. Kirksey, $7,056; and Mr. Norsworthy, $5,502), health insurance premiums (Mr. Carlson, $2,874; Mr. White, $2,635; Mr. Norsworthy, $2,770; Mr. Martino, $2,874), and premiums for group term and disability insurance (Mr. Carlson, $630; and Mr. Kirksey, $1,806); and relocation reimbursement (Mr. White, $51,710).

(d)	Mr. Norsworthy was paid a signing bonus of $25,000, less deductions, paid in two equal payments in January 2016 and April 2016 as an inducement to join the Company.

(e)	Mr. White's salary included commissions of $239,045 in fiscal 2017, $87 in fiscal 2016.

---

(f)	Mr. White was paid a signing bonus of $70,000, less deductions, in 2016 as an inducement to join the Company.

(g)	Mr. Martino’s salary included commissions of $50,241 in fiscal 2017, $71,686 in fiscal 2016 and $66,426 in fiscal 2015.

(a)	Non-equity incentive plan refers to our 2017 Executive Incentive Plan.

(b)	See “Compensation Discussion and Analysis—2017 Executive Incentive Plan” for a discussion of the levels of achievement of various metrics that could yield a partial payout.

(c)	These stock options were granted as annual long-term incentives. The grant date fair value is equal to 30% (or, 50% in the case of Mr. Carlson) of the executive’s fiscal 2016 short-term incentive payout. The stock options cliff vest three years from the date of grant.

(d)	Mr. White is not a participant in the 2017 Executive Incentive Plan and therefore is not included in this table.

(e)

This amount represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Note 11 “Share-Based Compensation and Employee Benefit Plans,” to our Consolidated Financial Statements, attached hereto, beginning on page F - 1 - 20 for more information on the assumptions used in accounting for equity awards.

---

(a)	Options vest immediately.

(b)	Options fully vest after three years.

(c)	Options vest as to 25% of the option shares on the first anniversary of the date of grant and 2.0833% of the shares each month thereafter for 36 months.

---

---

(a)

Under the terms of Mr. Carlson’s Employment Agreement, if Mr. Carlson’s employment is terminated without cause, or if Mr. Carlson resigns for good reason, he will be entitled to receive (i) the equivalent of twelve months of his then-current annual base salary, (ii) his annual non-equity incentive plan bonus for the year of termination, pro-rated for time and performance, and (iii) if timely elected, reimbursement for a portion of his COBRA premiums equal to the Company’s monthly percentage contribution toward his health benefit premiums as of the date of termination for a period of eighteen months.  The amounts listed above under Non-Equity Incentive Plan Compensation/Bonus represent the amounts earned under the non-equity incentive bonus plan during 2017. Under the terms of each other executive’s Employment Agreement, if the executive’s employment is terminated without cause (or, in the case of Mr. Norsworthy, if he resigns for good reason), he will be entitled to receive (i) the equivalent of six months of his then-current annual base salary and (ii) if timely elected, reimbursement for a portion of his COBRA premiums that is equal to the Company’s monthly contribution toward his health benefit premiums as of the date of termination for a period of six months.

(a)

Unless otherwise provided in an award agreement, if a change of control (generally defined as a transaction involving a merger or consolidation of the Company or a sale of substantially all of the Company’s assets) occurs, then each outstanding award under the 2008 EIP that is not yet vested will immediately vest with respect to 50% of the shares that were unvested immediately before the change of control. If, in connection with a change of control, the awards under the 2008 EIP were either continued in effect or assumed or replaced by the surviving corporation, and within two years after the change of control, a participant is involuntarily terminated other than for cause, then each such

---

(b)

Under the terms of their Employment Agreements, if a named executive officer’s employment with the Company is terminated without cause or such named executive officer resigns for good reason upon, or within two years after, the consummation of a change of control, such named executive officer will receive a lump sum payment equal to twelve months (twenty-four months for the Chief Executive Officer) of his then-current annual base salary, as well as the health insurance benefits described above for a period of twelve months (eighteen months for the Chief Executive Officer).

(c)	All other stock options were either fully vested or had exercise prices below the market value at December 31, 2017.

(a)	reduction of base salary, bonus, or benefits except as part of across-the-board reductions of all of our executive officers;

(b)	assignment of duties that are substantially inconsistent with their position with us and not a reasonable advancement for them; or

(c)	the executive’s principal place of performing services for us being relocated more than 60 miles from its current location.

(c)	violation of law (other than traffic violations, misdemeanors or similar offenses), court order, regulatory directive, or agreement;

(e)	dishonorable or disruptive behavior that would be reasonably expected to harm us or bring disrepute to us, our business, or any of our customers, employees or vendors.

(a)	an acquisition by any person of beneficial ownership of 30% or more of our then outstanding shares of common stock or the combined voting power of our then outstanding voting securities;

(b)	incumbent members of our Board ceasing for any reason to constitute at least a majority of the board;

(c)	our consummation of a reorganization, merger or consolidation with or into another entity, unless our stockholders immediately prior to such transaction own at least a majority of the outstanding shares of common stock and the combined voting power of the outstanding voting securities of the surviving or acquiring entity resulting from the transaction;

•	the annual total compensation of the employee identified at median of our company (other than our CEO), was $9,889 (under the Summary Compensation Table definition); and

•	the annual total compensation of our CEO under the same definition was $804,364.

---

---

(a)	The amounts shown in these columns reflect the aggregate grant date fair value of stock awards and options granted to each director during 2017. This does not reflect amounts paid to or realized by the directors.  See Note 11 to our consolidated financial statements for the year ended December 31, 2017 for information on the assumptions used in accounting for equity awards.

---

---

---

(a)	Audit fees for services consisted of audits of our annual financial statements and internal controls over financial reporting and reviews of our Quarterly Reports on Form 10-Q.

(b)	Audit-related fees consisted of services related to our SOC 2 audit.

(c)	Tax fees for 2017 and 2016 consisted of services related to review of U.S. Federal and state tax returns, review of non-US tax returns, and certain other tax related services in foreign countries.

---

---

---

---

---

---

---

---

•	grow our existing client base by deepening and broadening our relationships;

•	diversify our client base by adding new clients and verticals;

•	improve our market position by becoming the leader in customer engagement services;

•	improve profitability through operational improvements, increased utilization and higher margin accounts;

---

•	expand our global delivery platform to meet our clients' needs; and

•	broaden our service offerings through more innovative, technology-enabled and added-value solutions.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•	Whether the Amazon Warrants are freestanding or embedded in another financial instrument;

•	Conclusion: They are freestanding

•	Whether the Amazon Warrants are indexed to the Company’s stock;

•	Conclusion: The Amazon Warrants are indexed to the Company's stock

•	Evaluate Settlements: whether the Amazon Warrant includes a provision that could require net cash settlement, and/or the type and quantity of the Company’s stock available and required for settlement;

•	Conclusion: Either physical or net share settlement is required, allowing equity treatment

•	Other conditions required for equity classification;

•	Conclusion: No circumstances exist that would require us to account classify the instrument as anything other than equity

•	Determination of basis of recognition of costs associated with the transaction;

•	Conclusion: Since fair value is readily determinable based on Company stock price, measurement of expense is based on fair value of the equity instruments issued

•	Determination of basis of recognition of equity instruments associated with the transaction;

•	Conclusion: Equity in the amount of estimated probable performance completion to date (based on quarterly forecasts) will be recorded for the fair value of the warrants earned to date, based on Monte Carlo pricing; adjustments will be made at each reporting period until performance is complete

•	The Amazon Warrants will be classified as equity on the Company’s balance sheet;

•	The offset will be recognized as contra-revenue on the statement of income;

•	Contra-revenue and equity will be estimated and recorded, using the Monte Carlo pricing model, when performance completion is probable, with adjustments in each reporting period until performance is complete; and

•	We will prepare disclosures in conformance with the disclosure requirements in ASC 505 and ASC 718.

---

---

---

---

---

•	ERP Implementation and Support

•	Treasury and Financial Risk Management (TRM)

•	HANA powered Business Intelligence (BI)

•	Customer Relationship Management (CRM)

•	Human Capital Management (HCM)

---

---

•	the ability to maintain long-term client relationships by articulating and demonstrating value addition to existing and potential clients;

•	the ability to continuously upgrade their delivery technology in line with the changing needs of clients and developments in the industry;

•	the ability to keep up with the pace of disruptive innovation;

•	the ability to provide cost effective, high-quality and integrated solutions to clients;

•	the ability to maximize operational performance and efficiencies;

•	the ability to attract and retain high-quality management, technology professionals and sales personnel;

•	the ability to develop a strong and well-recognized brand; and

---

•	the ability to maintain financial strength in order to invest in infrastructure and add capabilities through acquisitions.

---

---

---

---

---

---

---

---

---

---

---

---

•	Net leverage ratio capped at 4.25x stepping down to 2.00x;

•	Minimum debt service cover ratio of 1.05x;

•	Interest cover ratio to be greater than 3.0x in first two years and 4.0x thereafter; and

•	Maximum CAPEX limits.

---

---

---

---

---

---

---

•	our Board approved the business combination or the transaction in which the person became an interested stockholder prior to the date the person attained this status;

•	the interested stockholder owned at least 85% of the outstanding voting stock when the transaction commenced, excluding those shares held by directors, officers and employee stock ownership plans;

•	the holders of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder approved such business combination at or subsequent to such time the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent; or

•	the Company elects in its Certificate of Incorporation or bylaws not to be governed by section 203 of the DGCL.

•	any merger or consolidation involving us and the interested stockholder;

•	any sale, lease, exchange, mortgage, pledge, transfer or other disposition to the interested stockholder of 10% or more of our assets;

•	the issuance or transfer by us of any of our outstanding stock to the interested stockholder, subject to certain exceptions;

•	any transaction involving us that has the effect of increasing the proportionate share of our stock owned by the interested stockholder; and

•	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through us.

---

•	our Board is expressly authorized to adopt, alter, amend or repeal our bylaws;

•	in general, stockholders may not call special meetings of the stockholders or fill vacancies on the Board, except that a stockholder owning not less than 10% of the outstanding shares of our common stock may call special meetings; and

•	we will indemnify officers and directors against losses that may be incurred by legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures.

---

•	Each of our directors and the executive officers named in the Summary Compensation Table;

•	Each person we know to have beneficially owned more than five percent of our common stock as of that date; and

•	All of our current executive officers and directors as a group.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•	The identification, operation, management and maintenance of facilities, IT equipment, and IT and telecommunications infrastructure

•	Management of the entire human resources function, including recruiting, hiring, training, supervising, evaluating, coaching, retaining, compensating, providing employee benefits programs, and disciplinary activities

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

1.1	Sale                                        A - 10

1.2	Issuance                                        A - 10

1.3	Additional Cash Payment and Additional Shares                        A - 10

1.4	The Closing                                        A - 10

1.5	Actions at the Closing                                A - 10

1.6	Net Debt Adjustment                                    A - 10

1.7	Transaction Expenses                                A - 12

2.1	Organization, Standing                                A - 13

2.2	Authority, Power; No Conflict; Required Filings and Consents                A - 13

2.3	Ownership of Private Company Common Stock                        A - 14

2.4	Lack of Ownership of Company Stock                            A - 14

2.5	Litigation                                        A - 14

2.6	Brokers                                        A - 14

2.7	Purchase for Own Account; Sophistication                        A - 14

2.8	Restricted Securities; Legends                                A - 15

2.9	Accredited Investor                                    A - 15

2.10	Independent Investigation                                A - 15

2.11	No Other Representations or Warranties; Non-Reliance                    A - 15

3.1	Organization, Standing and Power                            A - 16

3.2	Capitalization                                    A - 17

3.3	Subsidiaries                                        A - 18

3.4	Authority; No Conflict; Required Filings and Consents                    A - 18

3.5	SEC Filings; Financial Statements; Information Provided                    A - 20

3.6	No Undisclosed Liabilities                                A - 21

3.7	Absence of Certain Changes or Events                            A - 21

3.8	Taxes                                        A - 21

3.9	Real Property                                    A - 22

3.10	Intellectual Property; Data Privacy                            A - 23

3.11	Contracts                                        A - 24

3.12	Litigation                                        A - 24

3.13	Environmental Matters                                A - 25

3.14	Employee Benefit Plans                                A - 25

3.15	Compliance With Laws                                A - 26

3.16	Anti-Corruption                                    A - 26

---

3.17	Permits and Regulatory Matters                            A - 27

3.18	Insurance                                        A - 27

3.19	Labor Matters                                    A - 28

3.20	Opinion of Financial Advisor                                A - 28

3.21	Section 203 of the DGCL                                A - 28

3.22	Certain Business Relationships With Affiliates                        A - 28

3.23	Brokers                                        A - 28

3.24	Independent Investigation                                A - 28

3.25	No Appraisal Rights                                    A - 29

3.26	Customers and Suppliers                                A - 29

3.27	No Other Representations or Warranties; Non-Reliance                    A - 29

4.1	Organization, Standing and Power                            A - 29

4.2	Capitalization                                    A - 30

4.3	Subsidiaries                                        A - 31

4.4	Authority; No Conflict; Required Filings and Consents                    A - 31

4.5	Financial Statements; Information Provided                        A - 32

4.6	No Undisclosed Liabilities                                A - 32

4.7	Absence of Certain Changes or Events                            A - 33

4.8	Taxes                                        A - 33

4.9	Real Property                                    A - 33

4.10	Intellectual Property                                    A - 34

4.11	Contracts                                        A - 35

4.12	Litigation                                        A - 35

4.13	Environmental Matters                                A - 36

4.14	Employee Benefit Plans                                A - 36

4.15	Compliance With Laws                                A - 36

4.16	Anti-Corruption                                    A - 37

4.17	Permits and Regulatory Matters                            A - 37

4.18	Insurance                                        A - 37

4.19	Labor Matters                                    A - 38

4.20	Ownership of Public Company Common Stock                        A - 38

4.21	Certain Business Relationships With Affiliates                        A - 38

4.22	Brokers                                        A - 38

4.23	Controls and Procedures, Certifications and Other Matters                A - 38

4.24	Independent Investigation                                A - 39

4.25	Customers and Suppliers                                A - 39

4.26	Teleperformance SPA                                    A - 39

4.27	No Other Representations or Warranties; Non-Reliance                    A - 39

---

5.1	Covenants of Public Company                                A - 39

5.2	Covenants of Private Company                            A - 41

6.1	No Solicitation                                    A - 43

6.2	Proxy Statement                                    A - 46

6.3	Stockholder Approval                                A - 47

6.4	NYSE Listing                                    A - 47

6.5	Confidentiality; Access to Information                            A - 47

6.6	Reasonable Best Efforts                                A - 48

6.7	Public Disclosure                                    A - 49

6.8	Director and Officer Indemnification                            A - 49

6.9	Notification of Certain Matters                            A - 50

6.10	Employee Benefits Matters                                A - 50

6.11	Officers and Directors                                A - 50

6.12	State Takeover Laws                                    A - 50

6.13	Security Holder Litigation                                A - 50

6.14	Integration Planning                                    A - 50

6.15	Resignations                                    A - 51

6.16	Agreement to Vote                                    A - 51

6.17	Release and Waiver                                    A - 51

6.18	Assignment of Rights to Indemnification                        A - 51

6.19	Consents                                        A - 51

7.1	Conditions to Each Party’s Obligation to Effect the Transactions                A - 51

7.2	Additional Conditions to Obligations of Private Company and the Stockholder to Effect the Transactions                                                A - 52

7.3	Additional Conditions to Obligations of Public Company to Effect the Transaction        A - 53

7.4	Frustration of Conditions                                A - 53

8.1	Termination                                        A - 53

8.2	Effect of Termination                                    A - 55

8.3	Fees and Expenses                                    A - 55

8.4	Amendment                                        A - 56

8.5	Extension; Waiver                                    A - 56

8.6	Procedure for Termination, Amendment, Extension or Waiver                A - 56

9.1	Nonsurvival of Representations and Warranties                        A - 56

9.2	Notices                                        A - 56

9.3	Entire Agreement                                    A - 58

---

9.4	No Third Party Beneficiaries                                A - 58

9.5	Assignment                                        A - 58

9.6	Severability                                        A - 58

9.7	Counterparts and Signature                                A - 58

9.8	Interpretation                                    A - 58

9.9	Governing Law                                    A - 59

9.10	Remedies                                        A - 59

9.11	Submission to Jurisdiction                                A - 59

9.12	Disclosure Schedule                                    A - 60

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

Article I DEFINITIONS	A - A - 4

1.1	Certain Definitions                                A - A - 4

1.2	Other Terms                                    A - A - 7

Article II TERM	A - A - 8

2.1	Term and Termination                                A - A - 8

Article III CORPORATE GOVERNANCE MATTERS	A - A - 8

3.1	Board Composition                                A - A - 8

3.2	Director Nomination Rights                            A - A - 8

3.3	Committees of the Public Company Board                        A - A - 10

3.4	Compliance with Organizational Documents                        A - A - 10

3.5	Stockholder Agreement to Vote                            A - A - 10

Article IV OTHER AGREEMENTS	A - A - 10

4.1	Corporate Opportunity Matters                            A - A - 10

4.2	Confidentiality                                    A - A - 11

4.3	Preemptive Rights                                A - A - 11

4.4	Related Party Transactions                                A - A - 12

Article V INFORMATION	A - A - 13

5.1	Books and Records                                A - A - 13

5.2	Access                                        A - A - 13

5.3	Sharing of Information                                A - A - 13

Article VI Registration	A - A - 14

6.1	Demand Registrations.                                A - A - 14

6.2	Piggyback Registrations.                                A - A - 15

6.3	Shelf Registration Statement.                            A - A - 16

6.4	Withdrawal Rights                                A - A - 18

6.5	Hedging Transactions                                A - A - 18

6.6	Holdback Agreements.                                A - A - 18

---

6.7	Registration Procedures.                                A - A - 19

6.8	Registration Expenses                                A - A - 22

6.9	Miscellaneous.                                    A - A - 23

6.10	Registration Indemnification.                            A - A - 23

6.11	Free Writing Prospectuses                                A - A - 24

6.12	Termination of Registration Rights                            A - A - 25

Article VII MISCELLANEOUS	A - A - 25

7.1	Corporate Power; Fiduciary Duty                            A - A - 25

7.2	Fees and Expenses                                A - A - 25

7.3	Extension; Waiver                                A - A - 25

7.4	Notices                                        A - A - 25

7.5	Interpretations                                    A - A - 27

7.6	Counterparts and Signature                            A - A - 27

7.7	Entire Agreement; Amendment                            A - A - 27

7.8	Assignment; Binding Effect                            A - A - 27

7.9	No Third Party Beneficiaries                            A - A - 27

7.10	No Partnership, Agency, or Joint Venture                        A - A - 27

7.11	Governing Law                                    A - A - 27

7.12	Submission to Jurisdiction                                A - A - 27

7.13	Severability                                    A - A - 28

7.14	Remedies; Specific Performance                            A - A - 28

7.15	Privileged Matters                                A - A - 28

---

(i)	the sale and purchase of all of the issued and outstanding shares of the common stock of Private Company by the Stockholder to Public Company;

(ii)	the issuance of 20,600,000 shares of Public Company Common Stock in consideration of such sale and purchase, as may be adjusted pursuant to the Transaction Agreement;

(iii)	the amendment of Public Company’s Charter in order to effect such issuance and the other transactions contemplated by the Transaction Agreement; and

(iv)	in addition to the transactions set forth above, the purchase of additional shares of Public Company Common Stock (as defined herein) by the Stockholder, for ten million US dollars (US$10,000,000), as may be adjusted pursuant to the Transaction Agreement;

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

I.	GENERAL REQUIREMENTS FOR RELATED PARTY TRANSACTIONS

1.	Related Party Transactions shall be governed by the following standing policies and procedures related to a Related Party Transaction.

2.	The Audit Committee shall consider any Related Party Transactions in accordance with this Related Party Transactions Policy and to administer this Related Party Transactions Policy.

3.	All Related Party Transactions shall be on arm’s length terms and in the best interests of Public Company.

II.	REPORTING PROCESS FOR RELATED PARTY TRANSACTIONS INVOLVING THE STOCKHOLDER GROUP

1.

Any officer or employee of Public Company who is directly responsible for oversight of a potential new agreement or transaction that would be a Related Party Transaction, or (i) an amendment, modification, termination, waiver, consent, election or extension of, (ii) an exercise of discretion outside the ordinary course of business under, or (iii) a dispute under an existing agreement or transaction with any member of the Stockholder Group (a “Stockholder Group Agreement”), in each case involving more than US$500,000, measured by payments (together with all substantially related payments) to or from the Public Company Group or that is otherwise material (with materiality defined in a manner consistent with Public Company’s SEC disclosure requirements) to the Public Company Group, taken as a whole, in any non-monetary respect (the “Threshold”), must promptly notify the Designated Officer in writing, who shall provide prompt written notice thereof to the Audit Committee.

2.

Any Related Party Transaction involving aggregate amounts below the Threshold shall not require approval of the Audit Committee, but rather may be entered into by Public Company upon the decision of Public Company’s management; provided that this Related Party Transaction Policy is followed in letter and spirit. Any such Related Party Transactions entered into by Public Company without the approval of the Audit Committee in accordance with this paragraph 2 shall be reported to the Audit Committee by the Designated Officer in accordance with this Article II of this Schedule 4.4(b).

3.	Any Related Party Transaction involving aggregate amounts above the Threshold shall require the prior written approval of the Audit Committee.

4.	The Designated Officer and a designee of the Stockholder (who is not a director or employee of Public Company) shall meet at least quarterly to review contemplated transactions and identify and, if appropriate, review potential new or amended Stockholder Group Agreements.

III.	REVIEW PROCESS FOR RELATED PARTY TRANSACTIONS

1.	The Audit Committee shall first determine (in consultation with counsel as needed) whether the Related Party Transactions Policy applies to any transaction in question.

2.

If the Audit Committee determines that the Related Party Transactions Policy applies to the transaction in question, then the Audit Committee shall review the terms of the Related Party Transaction, consider whether such terms are arm’s length and in the best interests of Public Company, and consider whether or not to approve the entry by Public Company into such Related Party Transaction. In connection with the review by the Audit Committee of a Related Party Transaction:

i.	no Audit Committee member with an interest in the Related Party Transaction will participate in the deliberations or consideration of the Related Party Transaction by the Audit Committee;

ii.

the Audit Committee shall have the authority to obtain assistance from employees of Public Company, including its legal and financial staff, and to retain such external advisors as it deems necessary for the performance of its duties hereunder in its sole discretion. For the avoidance of doubt, the Audit Committee shall also have the authority to not approve any Related Party Transaction or other matter submitted to the committee for approval.

---

3.	When evaluating a Related Party Transaction, the Audit Committee shall take into account:

i.	whether the transaction is in Public Company’s best interests;

ii.	whether the transaction is on terms no less favorable to Public Company than terms generally available from an unaffiliated third party; and

iii.	any other factors it deems appropriate, including those set forth in this Related Party Transaction Policy.

4.	The Audit Committee shall maintain a written record of its determination with respect to each Related Party Transaction, including the factors considered and conclusion reached.

5.	The Audit Committee shall generally review and approve Related Party Transactions in advance, but shall also have the authority to ratify them.

---

---

1.	The name of the Corporation is StarTek, Inc.

2.	The amendment of the Certificate of Incorporation of the Corporation herein certified has been duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Section 242 of the Act.

3.	Article IV of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

4.	The Certificate of Incorporation of the Corporation is hereby amended to add a new Article X which shall read in its entirety as follows:

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(i)	CSP Alpha Holdings Parent Pte Ltd., a Singapore private limited company (the “Stockholder”), will sell to the Company all of the shares of Alpha;

(ii)	In consideration for the sale and purchase of the shares of Alpha, the Company will issue to the Stockholder 20,600,000 shares of common stock of the Company, par value $0.01 per share (“Common Stock”) (the “Primary Share Issuance”); and

(iii)	The Company will issue to the Stockholder $10,000,000 of additional shares of Common Stock (the “Additional Share Issuance” and, together with the Primary Share Issuance, the “Share Issuances”) at $12.00 per share.

---

---

---

---

---

---

---

---