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:
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”).
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”).
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”).
