DEPOSIT AGREEMENT by and among as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [•] 2009Deposit Agreement • August 4th, 2009 • CDC Software CORP • Services-prepackaged software • New York
DEPOSIT AGREEMENT, dated as of [•] 2009, by and among (i) CDC Software Corporation, a company incorporated under the laws of the Cayman Islands, with its principal executive office at 11/F, ING Tower, 308 Des Voeux Road, Central Hong Kong, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
MERGER AGREEMENT BY AND AMONG AND AND SARATOGA SYSTEMS INC AND MR. ALVIN W. SMITH MR. MARK R. ELCONIN April 16, 2007Merger Agreement • July 16th, 2009 • CDC Software CORP • California
This MERGER AGREEMENT (this “Agreement”) is made and entered into as of April 16, 2007 by and among CDC Software, Inc, a Delaware corporation (“Buyer”), CDC Merger Sub, Inc, a California corporation (“Merger Subsidiary”), Saratoga Systems Inc, a California corporation (the “Company”) and Mr. Mark R. Elconin, having a residential address at 15315 Bohlman Rd, Saratoga, CA 95070 and Mr. Alvin W. Smith, having a residential address at 125 Stacia St, Los Gatos, CA 95030 (collectively the “Stockholders”).
ROSS SYSTEMS INC as Purchaser ADVANTAGE GROWTH FUND JOHN CAINES SIOBHAN SUTCLIFFE MARK SUTCLIFFE ROB ARCHER ROBIN WIGHT STEVE MASSEY ALISTAIR NORMAN RICHARD TESTER ROY THOMAS JOHN CLEMENT RICHARD CRAIG PHIL HIGNETT COLIN DOWNES DAN SAUNDERS ROBIN WEST...Stock Purchase Agreement • July 16th, 2009 • CDC Software CORP
This STOCK PURCHASE AGREEMENT dated as of October 6, 2006, is made by and among ROSS SYSTEMS INC, a company organized and existing under the laws of Delaware (the “Purchaser”); and the ADVANTAGE GROWTH FUND registered in England and Wales as a limited partnership with registered number LP8457 whose principal place of business is at 37 Bennetts Hill, Birmingham, B2 5SN, UK (“AGF”), acting by its general partner, Advantage Growth Fund (General Partner) Limited, MR. JOHN CAINES having an address of 1 Charlton Park Gate, Cheltenham, GL53 7DJ, UK, MR. MARK SUTCLIFFE having an address of Apartment 103, New Hampton Lofts, 99 Branston Street, Birmingham, B18 6BG, UK, MRS. SIOBHAN SUTCLIFFE having an address of Apartment 103, New Hampton Lofts, 99 Branston Street, Birmingham, B18 6BG, UK, MR. ROBERT ARCHER having an address of 446 Quinton Road West, Quinton, Birmingham, B32 1QG, UK, MR. ROBIN WIGHT having an address of 2 Sidney Drive, Kingsley Holt, Stoke on Trent, ST10 2BH, UK, MR. STEVEN MASS
ROSS SYSTEMS, INC. as Purchaser as Guarantor 3i GROUP PLC THE PARKMEAD GROUP PLC JAMES HEAVEY CATHAL NAUGHTON MICHAEL BREARE as Sellers SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 16th, 2009 • CDC Software CORP • England
This SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of February 16, 2007, is made by and among ROSS SYSTEMS, INC., a company organized and existing under the laws of the State of Delaware (the “Purchaser”); CDC SOFTWARE CORPORATION a company organised and existing under the laws of the Cayman Islands (the “Guarantor”) and 3I GROUP PLC registered in England and Wales as a limited partnership with registered number of 01142830 having a registered address of 16 Palace Street, London SW1E 5JD (“3i”), THE PARKMEAD GROUP PLC, registered in England and Wales as a limited partnership with registered number of 03914068 having a registered address of 22-23 Old Burlington Street, London W1X 1RL (“Parkmead”), MR. JAMES HEAVEY having an address of 21 Brockwell, Oakley, Bedford MK43 7TD, MR. CATHAL NAUGHTON having an address of 20 Bridge Walk, Beechwood Gardens, Deanshanger, Northants MK19 6LD and MR. MICHAEL BREARE having an address of 10 Bedford Road, Wootton, Bedfordshire MK43 9JT (collectiv
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 8th, 2010 • CDC Software CORP • Services-prepackaged software • New York
FIRST AMENDMENT, dated as of October 27, 2010 (this “Amendment”), to the Credit Agreement, dated as of April 27, 2010 (the “Credit Agreement”), by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), CDC SOFTWARE CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (“Parent”), and ROSS SYSTEMS, INC., a Delaware corporation (“Borrower”).
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • May 20th, 2010 • CDC Software CORP • Services-prepackaged software • Hong Kong
THIS EXECUTIVE SERVICES AGREEMENT (the “Agreement”) is made effective as of January 1, 2010 (“Effective Date”) between CDC Software Corporation, located at Unit 706-707, Building 9, No. 5 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, and Asia Pacific On-Line Ltd. located at Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands (“APOL”). The Company and APOL are collectively referred to as the “Parties” and each, a “Party”.
ROSS SYSTEMS INC as Purchaser ADVANTAGE GROWTH FUND JOHN CAINES SIOBHAN SUTCLIFFE MARK SUTCLIFFE ROB ARCHER ROBIN WIGHT STEVE MASSEY ALISTAIR NORMAN RICHARD TESTER ROY THOMAS JOHN CLEMENT RICHARD CRAIG PHIL HIGNETT COLIN DOWNES DAN SAUNDERS ROBIN WEST...Addendum to Stock Purchase Agreement • July 16th, 2009 • CDC Software CORP
This ADDENDUM TO THE STOCK PURCHASE AGREEMENT dated as of September , 2008, amends the Stock Purchase Agreement dated October 6, 2006 and is made by and among ROSS SYSTEMS INC, a company organized and existing under the laws of Delaware (the “Purchaser”); and the ADVANTAGE GROWTH FUND LP registered in England and Wales as a limited partnership with registered number LP8457 whose principal place of business is at Cavendish House 39-41 Waterloo Street Birmingham B2 5PP (“AGF”), acting by its general partner, Advantage Growth Fund (General Partner) Limited, MR. JOHN CAINES having an address of 1 Charlton Park Gate, Cheltenham, GL53 7DJ, UK, MR. MARK SUTCLIFFE having an address of 2550 Flamingo Drive Miami Beach Florida 33140 USA , MRS. SIOBHAN SUTCLIFFE having an address of 2550 Flamingo Drive Miami Beach Florida 33140 USA MR. ROBERT ARCHER having an address of 446 Quinton Road West, Quinton, Birmingham, B32 1QG, UK, MR. ROBIN WIGHT having an address of Owlsclough Famr Cotton Dell Oakamoo
Form of deed of Indemnity – Directors/officersCDC Software CORP • July 16th, 2009 • Hong Kong
THIS DEED is made and entered into on [ ] 2009 by and between CDC Software Corporation, an exempted company with limited liability under the laws of the Cayman Islands (the “Corporation”), and [ ] (the “Indemnitee”).
LETTER AGREEMENTLetter Agreement • July 16th, 2009 • CDC Software CORP • New York
Reference is hereby made to (i) the Promissory Note (the “Note”) dated as of November 14, 2003 pursuant to which Symphony Technology II-A, L.P., a Delaware limited partnership (“Symphony”), promised to pay to the order of Cayman First Tier, a Cayman Islands exempted company incorporated with limited liability (“Cayman First Tier”), the principal amount of US525,000,000 in accordance with the terms of the Note and (ii) the Share Pledge Agreement (the “Pledge Agreement”) dated as of November 14, 2003 by Symphony in favor of chinadotcom Capital Limited, a British Virgin Islands company (“CDC”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Note.
ADDENDUM NO. 2 TO SERVICES AGREEMENTServices Agreement • December 23rd, 2010 • CDC Software CORP • Services-prepackaged software • New York
THIS ADDENDUM NO. 2 to SERVICES AGREEMENT (this “Addendum No. 2”) is made effective as of October 1, 2010, by and between CDC Software Corporation, a company organized under the laws of the Cayman Islands (“CDC Software”), and CDC Corporation, a company organized under the laws of the Cayman Islands (“Parent”).
SECURITY AGREEMENTPatent Security Agreement • June 1st, 2010 • CDC Software CORP • Services-prepackaged software • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of April 27, 2010, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
ROSS SYSTEMS INC as Purchaser ADVANTAGE GROWTH FUND JOHN CAINES SIOBHAN SUTCLIFFE MARK SUTCLIFFE ROB ARCHER ROBIN WIGHT STEVE MASSEY ALISTAIR NORMAN RICHARD TESTER ROY THOMAS JOHN CLEMENT RICHARD CRAIG PHIL HIGNETT COLIN DOWNES DAN SAUNDERS ROBIN WEST...Stock Purchase Agreement • June 1st, 2010 • CDC Software CORP • Services-prepackaged software
This ADDENDUM 2 TO THE STOCK PURCHASE AGREEMENT dated 31st January 2010 amends the: (a) Stock Purchase Agreement dated October 6, 2006; and (b) the Addendum to Stock Purchase Agreement dated September 2008, and is made by and among:
EXECUTIVE SERVICES AGREEMENT THIS EXECUTIVE SERVICES AGREEMENT (the “Agreement”) is made effective as of 11Executive Services Agreement • January 9th, 2012 • CDC Software CORP • Services-prepackaged software • Hong Kong
October 2011 (“Effective Date”) between CDC Software Asia Corporation, a wholly-owned subsidiary of CDC Software Corporation, located at Unit 706-707, Building 9, No. 5 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, and Tonteec Limited located at Room 511, Lakeside 1, 8 Scinece Park W. Avenue, Shatin, Nt., Hong Kong (“Tonteec ”). The Company and Tonteec are collectively referred to as the “Parties” and each, a “Party”.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 1st, 2010 • CDC Software CORP • Services-prepackaged software • New York
This Trademark License Agreement (this “Agreement”) is made and entered into as of August 6, 2009, by and between CDC Corporation, an exempted company with limited liability under the laws of the Cayman Islands, with an address of c/o CDC Corporation Limited, 11/F ING Tower, 308 Des Voeux Road, Central Hong Kong (“CDC”), and CDC Software Corporation, an exempted company with limited liability under the laws of the Cayman Islands, whose principal place of business is located at with an address of 11/F ING Tower, 308 Des Voeux Road, Central Hong Kong (“Software”). The term “Subsidiary” shall mean any subsidiary company, whether directly or indirectly held, and whether minority or majority owned, of either CDC or Software, and “Subsidiaries” shall have a corresponding meaning.
SERVICES AGREEMENTServices Agreement • June 1st, 2010 • CDC Software CORP • Services-prepackaged software • New York
THIS SERVICES AGREEMENT (this “Agreement”) is entered into as of August 6, 2009, by and between CDC Software Corporation, a company organized under the laws of the Cayman Islands (“CDC Software”), and CDC Corporation, a company organized under the laws of the Cayman Islands (“Parent”).
AND ASIA PACIFIC ONLINE LIMITED AMENDED AND RESTATED EXECUTIVE SERVICES (CEO) AGREEMENTExecutive Services (Ceo) Agreement • July 16th, 2009 • CDC Software CORP • Hong Kong
THIS AMENDED AND RESTATED EXECUTIVE SERVICES (CEO) AGREEMENT (“Agreement”) effective as of December 19, 2008 (“Effective Date”) between CDC Corporation Limited located at 33/F Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong (the “Company”) and Asia Pacific Online Limited located at Suite 3302, 33/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (“APOL”). The Company and APOL are collectively referred to as the “Parties” and each, a “Party”.
CREDIT AGREEMENT by and among CDC SOFTWARE CORPORATION as Parent, ROSS SYSTEMS, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC as Agent Dated as of April 27, 2010Credit Agreement • June 1st, 2010 • CDC Software CORP • Services-prepackaged software • New York
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of , 2 between (“Assignor”) and (“Assignee”). Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.
ADDENDUM NO. 1 TO SERVICES AGREEMENTServices Agreement • June 1st, 2010 • CDC Software CORP • Services-prepackaged software • New York
THIS ADDENDUM NO. 1 to SERVICES AGREEMENT (this “Addendum”) is entered into as of May 28, 2010, by and between CDC Software Corporation, a company organized under the laws of the Cayman Islands (“CDC Software”), and CDC Corporation, a company organized under the laws of the Cayman Islands (“Parent”).
FORM OF SERVICES AGREEMENTForm of Services Agreement • July 16th, 2009 • CDC Software CORP • New York
THIS SERVICES AGREEMENT (this “Agreement”) is entered into as of [ ], 2009, by and between CDC Software Corporation, a company organized under the laws of the Cayman Islands (“CDC Software”), and CDC Corporation, a company organized under the laws of the Cayman Islands (“Parent”).
FORM OF TRADEMARK LICENSE AGREEMENTForm of Trademark License Agreement • July 16th, 2009 • CDC Software CORP • New York
This Trademark License Agreement (this “Agreement”) is made and entered into as of [ ] 2009, by and between CDC Corporation, an exempted company with limited liability under the laws of the Cayman Islands, with an address of c/o CDC Corporation Limited, 11/F ING Tower, 308 Des Voeux Road, Central Hong Kong (“CDC”), and CDC Software Corporation, an exempted company with limited liability under the laws of the Cayman Islands, whose principal place of business is located at with an address of 11/F ING Tower, 308 Des Voeux Road, Central Hong Kong (“Software”). The term “Subsidiary” shall mean any subsidiary company, whether directly or indirectly held, and whether minority or majority owned, of either CDC or Software, and “Subsidiaries” shall have a corresponding meaning.
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • April 21st, 2011 • CDC Software CORP • Services-prepackaged software • Hong Kong
THIS AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT (this “Amendment No. 1”) is made effective as of January 1, 2011, by and between CDC Software Corporation, a company organized under the laws of the Cayman Islands, located at Unit 706-707, Building 9, No. 5 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong (“CDC Software” or the “Company”), and Asia Pacific On-Line Ltd. located at Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands (“APOL”). The Company and APOL are collectively referred to as the “Parties” and each, a “Party”.
FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SERVICES (CEO) AGREEMENTAgreement • July 16th, 2009 • CDC Software CORP
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SERVICES (CEO) AGREEMENT (“First Amendment”) effective as of March 11, 2009 (“Effective Date”) between CDC Corporation Limited located at 33/F Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong (the “Company”) and Asia Pacific On-Line Limited located at Suite 3302,33/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (“APOL”). The Company and APOL are collectively referred to as the “Parties” and each, a “Party”.
Loan AgreementLoan Agreement • April 2nd, 2010 • CDC Software CORP • Services-prepackaged software • New York
This Loan Agreement (this “Agreement”) is entered into on February 24, 2010 and made effective as of December 31, 2009 by and between CDC Software Corporation, a corporation organized and existing under the laws of the Cayman Islands (“CDC Software”) and CDC Corporation, a corporation organized and existing under the laws of the Cayman Islands (“CDC”).
Option Award AgreementOption Award Agreement • June 1st, 2010 • CDC Software CORP • Services-prepackaged software
Pursuant to the CDC Software Corporation 2009 Stock Incentive Plan (the “Plan”), CDC Software Corporation, a Cayman Islands company (the “Company”), hereby grants to the Optionee named above an Option to purchase all or any part of the number of Class A Ordinary Shares, par value US$0.001 per share (the “Common Shares”), of the Company specified above (the “Option Shares”) at the Option Exercise Price per Option Share specified above, subject to the terms and conditions set forth herein, in the Plan and in that certain Deposit Agreement by and among each of the Company, Deutsche Bank Trust Company Americas and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, dated as of August 5, 2009 (the “Deposit Agreement”). This Option is not intended to qualify and shall not be treated as an “incentive stock option” under Section 422(b) of the U.S. Internal Revenue Code of 1986, as amended from time to time (the “Code”).
