NOTE PURCHASE AGREEMENT
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 ”).
A. The Company has authorized the issuance and sale of US$168,000,000 aggregate principal amount of its 3.75% Senior
Exchangeable Convertible Notes due 2011 in the form attached hereto as Exhibit B (the “ Notes ”), and each Investor wishes to
purchase and the Company wishes to sell, upon the terms and subject to the conditions stated in this Agreement, the Notes.
B. The sale of the Notes by the Company to the Investors will be effected in reliance on the exemption from securities
registration afforded by the provisions of Regulation D (“ Regulation D ”), as promulgated by the Securities and Exchange
Commission (the “ Commission ”) under the U.S. Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect (the “ Securities Act ”).
C. The Notes will be (i) convertible under certain conditions into Class A common shares of the Company,
(ii) exchangeable under certain conditions into Class A common shares of CDC Software Corporation (“ Software ”), a
corporation organized under the laws of the Cayman Islands, and/or (iii) exchangeable under certain conditions into Class A
common shares of CDC Games Corporation (“ Games ”), a corporation organized under the laws of the Cayman Islands. The
Company Common Shares into which the Notes may be converted are referred to herein as the “ Conversion Shares ” and the
Software Common Shares and Games Common Shares into which the Notes may be exchanged are referred to herein as the “
Exchange Shares ”. The Notes, Conversion Shares and Exchange Shares are collectively referred to herein as the “ Securities ”.
D. The Comp