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 • July 16th, 2009 • CDC Software CORP • 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
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.
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”.
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.
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”.
