MERGER AGREEMENT BY AND AMONG AND AND CATALYST INTERNATIONAL, INC. AND THE STOCKHOLDERS OF CATALYST September 4, 2007Merger Agreement • June 30th, 2008 • CDC Corp • Services-prepackaged software • Delaware
This MERGER AGREEMENT (this “Agreement”) is made and entered into as of September 4, 2007 by and among CDC Software Corporation (“Buyer”), C I Acquisition Corporation, a Delaware corporation (“Merger Subsidiary” or “Merger Sub”), Catalyst International, Inc, a Delaware corporation (the “Company”) and the stockholders of the Company listed on Schedule A attached hereto (collectively the “Stockholders”).
MASTER FRAMEWORK AGREEMENT By and Among Bonarich Enterprises Ltd CDC Corporation and CDC Games Holdings LimitedMaster Framework Agreement • June 30th, 2008 • CDC Corp • Services-prepackaged software • Hong Kong
This MASTER FRAMEWORK AGREEMENT, dated as of June 29, 2007, is made by and among CDC Games Holdings Limited, a company organized and existing under the laws of the British Virgin Islands (the “Purchaser”); Bonarich Enterprises Ltd, a company organized and existing under the laws of the British Virgin Islands (the “Seller”); and CDC Corporation, all of whom may be collectively referred to herein as the “Parties” or individually as a “Party”.
LETTER AGREEMENTLetter Agreement • June 30th, 2008 • CDC Corp • Services-prepackaged software • 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.
DATED 1 August, 2007 ASSETS PURCHASE AGREEMENT By and Among ION GLOBAL (CALIFORNIA), INC. and MOLECULAR, INC. Jones Day Solicitors and International LawyersAssets Purchase Agreement • June 30th, 2008 • CDC Corp • Services-prepackaged software • Delaware
as Purchaser DB PROFESSIONALS, INC. as Company SHANKAR VISWANATHAN AND PRABHA ANANTHANARAYANA as Sellers ADDENDUM NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 30th, 2008 • CDC Corp • Services-prepackaged software • Oregon
This ADDENDUM NO. 2 TO STOCK PURCHASE AGREEMENT dated as of August 30, 2007, is made by and among CDC Business Solutions, Inc., 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 (“Shankar”) 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 (“Prabha” and together with Shankar, collectively, the “Sellers”), all of whom may be collectively referred to herein as the “Parties” or individually as a “Party”.
SHARES SALE AND PURCHASE AGREEMENT DATED AS OF DECEMBER 17, 2007 BY AND BETWEEN (AS PURCHASER) AND NIKKO ANTFACTORY K.K. (AS SELLER)Shares Sale and Purchase Agreement • June 30th, 2008 • CDC Corp • Services-prepackaged software • Tokyo
DATED 1 August, 2007 ASSETS PURCHASE AGREEMENT By and Among CHINADOTCOM STRATEGIC, INC. CDC SOFTWARE CORPORATION and CARAT KOREA CO., LTD. Jones Day Solicitors and International LawyersAssets Purchase Agreement • June 30th, 2008 • CDC Corp • Services-prepackaged software • Hong Kong
AMENDMENT NO. 1 TO OPTION TRANSFER AGREEMENTOption Transfer Agreement • June 30th, 2008 • CDC Corp • Services-prepackaged software • Hong Kong
THIS AMENDMENT, dated as of October 2, 2007 (this “Amendment”), to the Option Transfer Agreement, effective as of July 15, 2005 (the “Option Transfer Agreement”), by and among CDC Corporation (formerly, chinadotcom corporation) located at 33/F Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong (the “Company”), Asia Pacific Online Limited located at Room 3302, 33/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, HongKong (“APOL”) and Peter Yip of c/o APOL, Room 3302, 33/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (“Mr. Yip”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Option Transfer Agreement.
DATED 1 August, 2007 SHARE PURCHASE AGREEMENT By and Among ION GLOBAL (BVI) LTD. CDC SOFTWARE CORPORATION and GROUP CARAT (NEDERLAND) BVShare Purchase Agreement • June 30th, 2008 • CDC Corp • Services-prepackaged software
