0001193125-09-141885 Sample Contracts

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 • June 30th, 2009 • CDC Corp • Services-prepackaged software

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

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SENIOR EXCHANGEABLE CONVERTIBLE NOTE PURCHASE AGREEMENT
Senior Exchangeable Convertible Note Purchase Agreement • June 30th, 2009 • CDC Corp • Services-prepackaged software • New York

This SENIOR EXCHANGEABLE CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of April 16. 2009 is made by and between CDC DELAWARE CORP., a Delaware corporation (“Buyer”) that is a wholly-owned subsidiary of CDC CORPORATION, a company organized and existing under the laws of the Cayman Islands (the “Company”), and EVOLUTION CDC SPV LTD., a Cayman corporation (“Seller”).

AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 30th, 2009 • CDC Corp • Services-prepackaged software • New York

This AMENDMENT TO NOTE PURCHASE AGREEMENT (“Amendment”) is made as of June 28, 2009 (the “Effective Date”) by and between Evolution CDC SPV Ltd. (“Seller”) and CDC Delaware Corporation (“Buyer”) for the purpose of modifying the Note Purchase Agreement (as defined below).

AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 30th, 2009 • CDC Corp • Services-prepackaged software • New York

This AMENDMENT TO NOTE PURCHASE AGREEMENT (“Amendment”) is made as of June 28, 2009 (the “Effective Date”) by and between Evolution Special Opportunities Fund Ltd. I. SPC (“Seller”) and CDC Delaware Corporation (“Buyer”) for the purpose of modifying the Note Purchase Agreement (as defined below).

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