MERGER AGREEMENT BY AND AMONG AND AND SARATOGA SYSTEMS INC AND MR. ALVIN W. SMITH MR. MARK R. ELCONIN April 16, 2007Merger Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • 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 2nd, 2007 • CDC Corp • Services-prepackaged software
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
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • 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
ADDENDUM NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • Oregon
This ADDENDUM NO. 1 TO STOCK PURCHASE AGREEMENT is dated as of March 13, 2007 and is made by and among CDC Business Solutions Corporation, a company organized and existing under the laws of the state of Delaware (the “Purchaser”); DB Professionals, Inc., a company organized and existing under the laws of the state of Oregon (the “Company”); and Mr. Shankar Viswanathan having an address of 3725 N.W. Banff Drive, Portland, OR 97229 and Ms. Prabha Ananthanarayana having an address of 3725 N.W. Banff Drive, Portland, OR 97229 (collectively, the “Sellers”), all of whom may be collectively referred to herein as the “Parties” or individually as a “Party”.
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • Hong Kong
THIS AMENDMENT TO SHARE PURCHASE AGREEMENT, dated as of October 5, 2006 (this “Amendment”), is made by and among the following parties:
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of November 10, 2006, is by and between CDC Corporation, a corporation organized under the laws of the Cayman Islands (the “Company”) and each investor listed on Exhibit A hereto (individually, an “Investor” and, collectively, the “Investors”).
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • Hong Kong
THIS AMENDMENT TO SHARE PURCHASE AGREEMENT, dated as of November 9, 2006 (this “Amendment”), is made by and among the following parties:
SENIOR SECURED LOAN AGREEMENTSenior Secured Loan Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • Hong Kong
This SENIOR SECURED LOAN AGREEMENT (the “Agreement”) dated as of January 12, 2007 (the “Agreement Date”), is made by and among CDC Mobile Corporation, a company organized and existing under the laws of the British Virgin Islands (the “Lender”); Bbmf Group Inc., a company organized and existing under the laws of British Virgin Islands (the “Borrower”); and Yih Hann Lian having an address of 23E Lascar Ct. 3 Lokku Rd. Sheung Wan, Hong Kong and Antony Ren-haw Ip having an address of 5B Tower 2, 9A Kennedy Road, Hong Kong (collectively, the “Guarantors”).
GUARANTY AGREEMENTGuaranty Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • England and Wales
Reference is hereby made to the Stock Purchase Agreement (the “Stock Purchase Agreement”) dated as of October 6 2006 by and among Ross Systems Inc a company organized and existing under the laws of Delaware (the “Purchaser”); and Advantage Growth Fund registered in England and Wales as a limited partnership with registered number LP8457 having a registered address of 37 Bennetts Hill, Birmingham, B2 5SN, UK, 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 Massey having an address of 25 Tower Road, Worcester, WR
THIS SENIOR EXCHANGEABLE CONVERTIBLE NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON EXCHANGE OR CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND...Note Purchase Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON EXCHANGE OR CONVERSION HEREOF ARE SUBJECT TO THE TRANSFER AND RESALE RESTRICTIONS CONTAINED IN THE NOTE PURCHASE AGREEMENT DATED AS OF NOVEMBER 10, 2006. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.
SHARE PURCHASE AGREEMENT Among TimeHeart Science Technology Limited (Company) The Related Entity (as defined herein) CDC Mobile Media Corporation (Purchaser) and Fresh Earn Holdings Limited (Seller) Fang Xiu Qin, Sun Kun Shan, Wang Bing and Sui Hai...Share Purchase Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • Hong Kong
This SHARE PURCHASE AGREEMENT, dated as of July 25, 2006, is made by and among CDC Mobile Media Corporation, a company organized and existing under the laws of the British Virgin Islands and a 100% wholly owned subsidiary of China.com Inc. (the “Purchaser”); TimeHeart Science Technology Limited, a company organized and existing under the laws of British Virgin Islands (the “Company”); the Related Entity (as defined below); Fresh Earn Holdings Limited (the “Seller”) Ms. Fang Xiu Qin, Mr. Sun Kun Shan, Mr. Wang Bing and Mr. Sui Hai Gang (each the “Founder” collectively, the “Founders”); Ms. Fang Xiu Qin a P.R.C. citizen who ultimately owns 54% Equity interest of the Seller and 51% of the Related Entity, Mr. Sun Kun Shan, a P.R.C. citizen who ultimately owns 46% Equity interest of the Seller and 44% of the Related Entity (each a “Beneficiary” and collectively, the “Beneficiaries”) Palmweb Inc., a company incorporated and existing under the laws of Cayman Islands (the “Guarantor”). Each of
MERGER AGREEMENT BY AND AMONG CHINA.COM CORPORATION, AND VIS.ALIGN, INC. AND THE STOCKHOLDERS’ REPRESENTATIVE APPOINTED HEREBYMerger Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • Delaware
This MERGER AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2006 by and among China.com Corporation, a Delaware corporation (“Buyer”), CDC Mergerco Corporation, a Delaware corporation (“Merger Subsidiary”), and Vis.align, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • Hong Kong
This STOCK PURCHASE AGREEMENT effective as of November 17, 2006, is made by and among CDC GAMES CORPORATION, a company organized and existing under the laws of the Cayman Islands, with a corporate office located at 33/F, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong (the “Purchaser”); and CHINA.COM CORP. LIMITED, a company organized and existing under the laws of Hong Kong, with its corporate headquarters located at 33/F, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong (the “Seller”), all of whom may be collectively referred to herein as the “Parties” or individually as a “Party”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • Oregon
This STOCK PURCHASE AGREEMENT dated as of June 1, 2006, is made by and among CDC Business Solutions Corporation, a company organized and existing under the laws of the state of Delaware (the “Purchaser”); DB Professionals, Inc., a company organized and existing under the laws of Oregon (the “Company”); and Mr. Shankar Viswanathan having an address of 3725 N.W. Banff Drive, Portland, OR 97229 and Ms. Prabha Ananthanarayana having an address of 3725 N.W. Banff Drive, Portland, OR 97229 (collectively, the “Sellers”), all of whom may be collectively referred to herein as the “Parties” or individually as a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2007 • CDC Corp • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 13, 2006, is by and among CDC Corporation, a corporation organized under the laws of the Cayman Islands (the “Company”), CDC Games Corporation, a corporation organized under the laws of the Cayman Islands (“Games”), CDC Software Corporation, a corporation organized under the laws of the Cayman Islands (“Software”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
